SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”). (b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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thereunder applicable to such Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect. (d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents. (h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (SAVVIS, Inc.), Merger Agreement (Centurylink, Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2018 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4Proxy Statement and the Schedule 13E-3, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filedfiled or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or became effective in the case of registration statements or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited balance sheet as of December 31June 30, 2010 2019 (or the notes thereto) as included in the Filed Parent Company SEC Documents and Documents, (ii) for liabilities and obligations incurred in connection with or the transactions contemplated by this Agreement, neither Parent nor (iii) for liabilities and obligations that have been incurred in the ordinary course of business since June 30, 2019, and (iv) for other liabilities and obligations that individually or in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect, none of the Company or any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich would be required to be recorded or reflected on a balance sheet, individually or in the aggregatefootnotes thereto, have had or would reasonably be expected to have a Parent Material Adverse Effectunder GAAP.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient designed to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, GAAP consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets. No material weakness exists with respect to the Company’s system of internal control over financial reporting that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC.
(fe) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(if) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 2018 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 2 contracts
Sources: Merger Agreement (Marubeni Corp /Fi), Merger Agreement (Aircastle LTD)
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January October 1, 2009 2006 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement/Prospectus, as supplemented and amended since the time of filing, and the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filedfiled (and if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing filing, or amendmentin the case of registration statements and proxy statements, then on the dates of effectiveness and the dates of mailing, respectively) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed (and if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECSEC or otherwise by applicable Law) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC or otherwise by applicable Law) the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates date thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Neither Parent nor any Parent Subsidiary has any material liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) that, individually that would be required by GAAP to be reflected on a consolidated balance sheet of Parent and its Subsidiaries (or in the aggregatenotes thereto) other than those liabilities or obligations (i) incurred after September 30, 2007 in the ordinary course of business consistent with prior practice and not prohibited by this Agreement, (ii) permitted or contemplated by this Agreement or (iii) that have had been discharged or would reasonably be expected to have a Parent Material Adverse Effectpaid in full in the ordinary course of business.
(d) Each of the chief principal executive officer of Parent and the chief principal financial officer of Parent (or each former chief principal executive officer of Parent and each former chief principal financial officer of Parent, as applicable) ), or persons performing similar functions, has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes adhere to the requirements of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries or Affiliates has outstanding, or has arranged since the effectiveness of Section 402 of SOX any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. To the Knowledge of Parent, Parent’s outside auditors and its principal executive officer and principal financial officer will be able to give, without qualification, the certifications and attestations required pursuant to SOX when next due.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance together with the authorization of management and (C) regarding prevention or timely detection of other reasonable assurances included in the unauthorized acquisition, use or disposition of Parent’s properties or assetsabove-referenced definition.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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, hand or any “off-balance-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in the Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(h) Since January October 1, 20092006, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has not received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, or (y) “material weakness” in the Parent’s internal controls control over financial reporting of Parent reporting. There is no outstanding “significant deficiency” or (z) fraud“material weakness” that has not been appropriately and adequately remedied by Parent, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of as certified by Parent’s independent accountants. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight BoardExchange Act Rule 12b-2, as in effect on the date of this Agreement.
(i) Since October 1, 2006, (i) neither Parent nor any of the Parent Subsidiaries, nor, to the Knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries, has received any material written (or, to the Knowledge of Parent, oral) complaint, allegation, assertion or claim, challenging that Parent or any of its Subsidiaries has engaged in illegal accounting or auditing practices and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof or to any director or officer of Parent.
(j) Parent has no unresolved comments from the staff of the SEC relating to the Parent’s filings with the SEC.
(k) None of the Parent Subsidiaries is, or has at any time since January October 1, 2009 2006 been, individually subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 2 contracts
Sources: Merger Agreement (Hercules Inc), Merger Agreement (Ashland Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all required reports, schedules, formsforms and registration, statements proxy and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent statements with the SEC since January 1, 2009 2000 (such documentscollectively, together with any and in each case including all exhibits and schedules thereto and documents filed incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries are required to file periodic reports with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-Kpursuant to the Securities Exchange Act of 1934, but excluding as amended, and the Form S-4, being collectively referred rules and regulations promulgated thereunder (the "Exchange Act"). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the “Parent case of all other SEC Documents”).
(b) Each Parent , the SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time SEC Documents as of such filing or amendment) contain 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 light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of indicated in the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments none of which has been or will be, individually or in the aggregate, material).
(b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act.
(c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 3.05(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's Knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) as reflected used any corporate or reserved against other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in Parent’s consolidated audited balance sheet as violation of December 31, 2010 (Section 30A of the Exchange Act or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with accepted or contemplated by this Agreementreceived any unlawful contributions, neither Parent payments, gifts or expenditures.
(d) Neither the Company nor any Parent Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the unaudited balance sheet of the Company and its subsidiaries as of June 30, 2003 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-Q for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
, (diii) Each of incurred after the chief executive officer of Parent Balance Sheet Date in connection with negotiating this Agreement and the chief financial officer Merger and a reasonable estimate of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained which is set forth in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f3.05(d) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAPCompany Disclosure Schedule, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (Civ) regarding prevention or timely detection of incurred after the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent Balance Sheet Date not in the reports ordinary course that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified are in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parentaggregate, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reportsimmaterial in amount.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (Odd Job Stores Inc), Merger Agreement (Odd Job Stores Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and other information schedules thereto and documents incorporated by reference therein) required to be furnished or filed by Parent with , as amended, the "SEC Documents"). As of their respective dates, the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and Securities Act, or 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 Parent SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain 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. Each Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of Parent the Company included in the Parent all SEC Documents complied at filed since October 9, 1996 (the time it was filed "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, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (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 presented in all material respects present the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material).
(c) . Except (i) as reflected or reserved against provided for in Parent’s consolidated audited the balance sheet as contained in the most recent audited financial statements of December 31, 2010 (or the notes thereto) as Company included in the Filed Parent Recent SEC Documents (the "Year End Balance Sheet") and (ii) for liabilities and obligations incurred except as disclosed in connection with or contemplated by this AgreementSection 4.5 of the Disclosure Schedule, neither Parent the Company nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatexcept (x) liabilities incurred in the ordinary and usual course of business and consistent with past practice, individually or (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effectexclusive of obligations under Section 10.2 hereof.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (Invacare Corp), Merger Agreement (Invacare Corp)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed with the SEC all reports, schedules, forms, statements and other documents (including exhibits required pursuant to the Securities Act and other information incorporated therein) required to be furnished or filed by Parent with the SEC Exchange Act since January 1, 2009 1994 (such documentscollectively, together with any and in each case including all exhibits and schedules thereto and documents filed with incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and Securities Act, or 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 Parent SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain 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. Each of the The consolidated financial statements of Parent the Company included in the Parent all SEC Documents complied at filed since January 1, 1994 (the time it was filed "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, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (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 presented in all material respects present the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
. Except as set forth in the SEC Documents filed by the Company since January 1, 1996 and prior to the date of this Agreement (cthe "Recent SEC Documents") Except (iand except as disclosed in Section 3.01(e) as reflected or reserved against in Parent’s consolidated of the Disclosure Schedule, at the date of the most recent audited balance sheet as financial statements of December 31, 2010 (or the notes thereto) as Company included in the Filed Parent Recent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this AgreementDocuments, neither Parent the Company nor any Parent Subsidiary of its subsidiaries had, and since such date neither the Company nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich, individually or in the aggregate, have had or would could reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX Effect with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXCompany.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (Amphenol Corp /De/), Merger Agreement (NXS I LLC)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed and furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished or filed pursuant to Sections 13(a) and 15(d) of the Exchange Act by Parent the Company with the SEC since January 1, 2009 2015 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such documentsstatements and reports may have been amended since the date of their filing, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange 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 Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreement, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of misleading (provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document).
(c) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent the Company included in the Parent Company SEC Documents when filed (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company, as of December 31, 2010 (2015, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities the notes thereto, the “Company Balance Sheet”), the Company and obligations incurred in connection with the Company Subsidiaries do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(de) Each The Company has established and maintains and has, since January 1, 2014, maintained, disclosure controls and procedures and a system of the chief executive officer internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 13a-15 under the Exchange Act and Sections 302 and 906 Act) in all material respects in compliance with the requirements of SOX with respect Rule 13a-15 under the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes date of this Agreement, “chief executive officer” the Company’s auditors and “chief financial officer” shall the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the meanings given to such terms in SOX. None design or operation of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent reporting which are reasonably designed likely to ensure that all adversely affect the Company’s ability to record, process, summarize and report financial information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreementreporting.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (Jazz Pharmaceuticals PLC), Merger Agreement (Celator Pharmaceuticals Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2016 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-KK including any amendments or supplements thereto, but excluding the Form S-4Proxy Statement, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filed, or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the all applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or became effective in the case of registration statements) or if amended amended, modified or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) amendment contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited and unaudited consolidated financial statements (including the related notes and schedules thereto) of Parent the Company included (or incorporated by reference) in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (exceptexcept as may be indicated in the notes thereto, or, in the case of unaudited financial statements, as permitted by Form 10-Q of or 8-K, and except that the SECunaudited financial statements may not contain footnotes and are subject to normal year-end adjustments that are not expected to be material) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof their respective dates, and the consolidated income, results of their operations operations, changes in financial position and cash flows and, except in the case of the Company’s quarterly report filings with the SEC on Form 10-Q, stockholders’ equity, for the periods shown (subject, in the case of the unaudited financial statements, as permitted by Form 10-Q to the absence of footnote disclosure and to normal year-end audit adjustments).
(c) The forecasted projections of the Company included in Section 4.06(c) of the Company Disclosure Letter is the most recent financial information made available, as of the date of this Agreement, to the Chief Executive Officer of the Company with respect to the consolidated income, consolidated cash balance and consolidated debt balance of the Company and its consolidated subsidiaries as of, and for the period ending, December 31, 2017 and, to the Knowledge of the Company, was prepared from the books and records of the Company; provided, however, the Company makes no other representation as to the accuracy or completeness of the forecasted projections of the Company included in Section 4.06(c) of the Company Disclosure Letter.
(d) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited balance sheet as of December 31, 2010 2016 (or the notes thereto) as included in the Filed Parent Company SEC Documents and (the “Company Balance Sheet”), (ii) for contractual liabilities and contractual obligations incurred in connection with this Agreement, (iii) for liabilities and obligations that have been incurred in connection the ordinary course of business consistent with past practice since December 31, 2016 and (iv) for liabilities and obligations that have been discharged or contemplated by this Agreementpaid in full in the ordinary course of business consistent with past practice, neither Parent nor none of the Company or any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). There are no (A) thatunconsolidated Subsidiaries of the Company except as set forth in Section 4.06(d) of the Company Disclosure Letter, individually or (B) off-balance sheet arrangements to which the Company or any of the Company Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the aggregate, have had Company SEC Documents or would reasonably be expected any obligations of the Company or any of the Company Subsidiaries to have a Parent Material Adverse Effectenter into any such arrangements.
(de) Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent the Company (or each former chief principal executive officer of Parent the Company and each former chief principal financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Act, Sections 302 and 906 of SOX with respect to and the Parent SEC DocumentsNYSE, and the statements contained in any such certifications are true true, correct and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXcomplete.
(ef) Parent Since January 1, 2016, the Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, GAAP consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets. To the Knowledge of the Company, since January 1, 2016, neither the Company nor the Company’s independent registered accountant has identified or been aware of, and the Company has disclosed based on its most recent evaluation of internal controls prior to the date hereof to its auditors and audit committee, (i) any “significant deficiencies” or “material weaknesses” (both terms as defined by the Public Company Accounting Oversight Board Interim Standard AU 325 parts 2 and 3) in the design or operation of internal controls over financial reporting utilized by the Company that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.
(fg) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Company Subsidiaries isare, or has have at any time since January 1, 2009 2016 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 2 contracts
Sources: Merger Agreement (DST Systems Inc), Merger Agreement (SS&C Technologies Holdings Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent Since January 1, 2019 the Company has filed and furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished or filed by the Company with the SEC on a timely basis pursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, and in each case including all exhibits, financial statements and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the date of their filing, the “Company SEC Documents”). Prior to the date of this Agreement, the Company has made available to Parent with complete and correct copies of all comment letters from the SEC since January 1, 2009 (such documents2019 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto, if such comment letters or responses are not available on ▇▇▇▇▇ at least two business days prior to the date of this Agreement. As of the date hereof, there are no outstanding or unresolved comments in any documents filed comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. No Company Subsidiary is required to file any form, report or other document with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”)SEC.
(b) Each Parent As of their respective SEC filing or furnishing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 1933, as amended (together with the rules and regulations promulgated thereunder, the “SOXSecurities Act”) and or 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 Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreement, then at the time of such filing or amendment) 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; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document. Each Company SEC Document that is a registration statement as of the date such registration statement or amendment became effective prior to the date of this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. As of the date of this Agreement, there are no amendments or modifications to Company SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or furnished to) the SEC.
(c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Company SEC Documents (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries the Company as of the respective dates thereof and the consolidated shareholders’ equity, results of their operations and cash flows of the Company for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustmentsadjustments which, individually or in the aggregate, are not material).
(cd) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company as of December 31September 30, 2010 (2021, or the notes thereto) as , included in the Filed Parent Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021 filed with the SEC Documents on November 3, 2021 (such balance sheet and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreementthe notes thereto, the “Company Balance Sheet”), neither Parent the Company nor any Parent Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company or any Company Subsidiary is a party (other than to the extent arising from a breach thereof by the Company or any Company Subsidiary), (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that are not, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect material to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXCompany.
(e) Parent The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance that (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated relating to the management of Parent, as appropriate, Company and the Company Subsidiaries is made known to allow timely decisions regarding required disclosure and to enable the chief Company’s principal executive officer and chief its principal financial officer of Parent to make by others within those entities, particularly during the certifications periods in which the periodic reports required under the Exchange Act are being prepared and (ii) perform the functions for which they were established in all material respects. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors have not identified to the audit committee of the Company Board (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with respect the applicable listing and other rules and regulations of the NYSE. The books and records of the Company and the Company Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.
(f) Since January 1, 2019, (i) neither the Company nor any Company Subsidiary has received any written nor, to the knowledge of the Company, any oral complaint, allegation, assertion or claim regarding the accounting, auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls or any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable or unlawful accounting or auditing practices and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any Company Subsidiary or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated under such reportsact.
(g) To the knowledge of the Company, as of the date of this Agreement, there are no (i) SEC inquiries or investigations or (ii) other inquiries or investigations by Governmental Entities or internal investigations pending or to the knowledge of the Company threatened, in each case regarding any accounting practices of the Company or any Company Subsidiary or any malfeasance by any director or executive officer of the Company or any Company Subsidiary. Since January 1, 2019 through the date of this Agreement, there have been no material internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, chief accounting officer or general counsel of the Company, the Company Board or any committee thereof.
(h) Neither Parent the Company nor any of the Parent Subsidiaries is a party toCompany Subsidiary has effected, entered into or has created any commitment to become a party to, any joint venture, securitization transaction or “off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 arrangementsarrangement” (as defined in Item 303(a303(b) of Regulation S-K under the Exchange Act))) nor do any of them have any commitment to enter into any of such Contracts or similar Contracts, where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of Company Subsidiary in the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent Company SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (Stryker Corp), Merger Agreement (Vocera Communications, Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 2015 (such documents, together with any documents filed with or furnished to the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(fe) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(gf) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 off‑balance‑sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(hg) Since As of the date hereof, since January 1, 20092017, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parent, (yii) “material weakness” in the internal controls over financial reporting of Parent or (ziii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(ih) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 2017 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 2 contracts
Sources: Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent Since January 31, 2019, the Company has filed or furnished or filed with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished under the Exchange Act or the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by Parent with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent subsequently Filed Company SEC Document (i) at prior to the time fileddate of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document complied in all material respects with the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or and the Securities Act, as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Each The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Filed Company SEC Documents. As of the date hereof, neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Filed Company SEC Documents and, to the Knowledge of the Company, none of the Filed Company SEC Documents is the subject of ongoing SEC review or investigation. None of the Company Subsidiaries is, or has at any time since January 31, 2019 been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.
(b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent the Company included in the Parent Filed Company SEC Documents (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company, as of December January 31, 2010 (2021, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities the notes thereto, the “Company Balance Sheet”), the Company and obligations incurred in connection with the Company Subsidiaries do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet (none of which relates to any breach of contract, breach of warranty, tort, infringement, misappropriation or any other action), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions to the extent permitted or contemplated by this Agreement and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any “off balance sheet arrangement” within the meaning of Item 303(a) of Regulation S-K promulgated under the Securities Act.
(d) Each of the chief executive officer of Parent The Company has established and the chief maintains disclosure controls and procedures over financial officer of Parent reporting (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as are defined in Rules 13a-15(f) Rule 13a-15 and 15d-15(f) of Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentExchange Act. The Company’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits furnishes 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 material information required to be disclosed is accumulated and communicated to the Company’s management of Parent, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect to such reports▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(ge) Neither Parent nor any The Company has established and maintains a system of internal accounting controls that are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Parent 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 Parent and any assets of the Parent Subsidiaries, on the one hand, Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any that receipts and expenditures of the Parent Subsidiaries Company are being made only in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee accordance with appropriate authorizations of the Parent Board Company’s management and the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company. The Company’s management has received any oral or written notification completed an assessment of any (x) “significant deficiency” in the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of Parentthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended January 31, 2021, and such assessment concluded that such controls were effective. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (yi) “any significant deficiencies or material weakness” weaknesses in the design or operation of internal controls control over financial reporting of Parent which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting, and, in each case, neither the Company nor any of Parentits Representatives has failed to disclose such information to the Company’s auditors or the Company Board. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 As of the Public date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Filed Company Accounting Oversight Board, as in effect on the date of this AgreementSEC Documents.
(if) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d4.6(f) of the Exchange ActCompany Disclosure Letter contains a true, other than Qwest Corporation andcorrect and complete list of all Indebtedness of the Company and the Company Subsidiaries (excluding intercompany Indebtedness) as of the date hereof in excess of $3,000,000, until April 14, 2011, Qwest Communications International Inc.on an individual basis.
Appears in 2 contracts
Sources: Merger Agreement (Qad Inc), Merger Agreement (Qad Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, forms and registration statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be furnished filed pursuant to the Securities Act or filed by Parent with the Exchange Act and the rules and regulations of the SEC promulgated thereunder since January 1, 2009 1999 (such documentscollectively, together with any and in each case including all exhibits and schedules thereto and documents filed with incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange 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 Parent SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain 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 light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of Parent the Company included in the Parent SEC Documents (the "SEC Financial Statements") complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except as may be indicated therein or in the notes thereto and 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 presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes).
(c) . Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as set forth on Section 3.5 of December the Company Disclosure Schedule, to the best knowledge of the Company, since July 31, 2010 (or 2000 until the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreementdate hereof, neither Parent the Company nor any Parent Subsidiary of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of July 31, 2000 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after July 31, 2000 in the ordinary course of business and consistent with past practice, (iv) to the extent specifically described in the SEC Documents filed since July 31, 2000 but on or prior to the date hereof (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (Delco Remy International Inc), Merger Agreement (Citigroup Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4Proxy Statement, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent Company SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent Company SEC Documents.
(h) Since January 1, 2009, none of Parentthe Company, Parentthe Company’s independent accountants, the Parent Company Board or the audit committee of the Parent Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (y) “material weakness” in the internal controls over financial reporting of Parent the Company or (z) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(i) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 2 contracts
Sources: Merger Agreement (SAVVIS, Inc.), Merger Agreement (Centurylink, Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1December 31, 2009 2002 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent "Company SEC Documents”").
(b) Each Parent . As of their respective dates, the Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 1933 (“SOX”the "Securities Act") and or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations none of the Company SEC promulgated thereunder applicable to such Parent SEC Document and (ii) did not at the time it was Documents when filed (or if unless amended or superseded by in a filing or amendment prior to Company SEC Document, then on the date of this Agreement, then at the time of such filing or amendmentlater filing) contain 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. Each Except to the extent that information contained in a Company SEC Document has been revised or superseded in a subsequently filed Company SEC Document, none of the consolidated Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) The financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the "Accounting Rules"), was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited 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 presented present, in all material respects respects, the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring non-material year-end audit adjustments).
(c) Section 3.5(c) of the Company Disclosure Letter contains the audited consolidated financial statements of the Company as of December 31, 2002, and such financial statements have been prepared in accordance with GAAP applied on a consistent basis and present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of December 31, 2002 and their consolidated results of operations and cash flows for the year then ended (except for the omission of the notes thereto and subject to non-material year-end audit adjustments).
(d) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as most recent financial statements included in the Filed Parent Company SEC Documents and or in the notes thereto or (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent the Company nor any Parent Subsidiary of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect).
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (Horizon Organic Holding Corp), Merger Agreement (Dean Foods Co/)
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 2012 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 2012 (or the notes thereto) as included in the Filed Parent SEC Documents and Documents, (ii) for liabilities and obligations incurred since December 31, 2012 in connection with or contemplated the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.executive
Appears in 2 contracts
Sources: Merger Agreement (Martin Marietta Materials Inc), Merger Agreement (Martin Marietta Materials Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4Proxy Statement, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or Neither the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets.
(fe) The “disclosure controls and procedures” (as defined in Rules 13a-15(e13a‑15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(gf) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent Company SEC Documents.
(hg) Since January 1, 20092019, none of Parentthe Company, Parentthe Company’s independent accountants, the Parent Company Board or the audit committee of the Parent Company Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (yii) “material weakness” in the internal controls over financial reporting of Parent the Company or (ziii) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(ih) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 2 contracts
Sources: Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 1998 (such documentsthe "COMPANY SEC DOCUMENTS"). As of its respective date, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of the date of this Agreement, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (filed on March 30, 2000) (the "1999 FORM 10-K"), its definitive Proxy Statement with respect to its 2000 Special Meeting (filed on April 19, 2000), its Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (filed on May 12, 2000), and its Current Report on Form 8-K (filed on May 12, 2000) (collectively, the "2000 SEC DOCUMENTS") taken together do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited 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 presented in all material respects present the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) . Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included set forth in the Filed Parent Company SEC Documents and (ii) for liabilities and obligations incurred as defined in connection with or contemplated by this AgreementSection 3.08), neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the aggregatenotes thereto, have had other than liabilities or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each obligations incurred in the ordinary course of business consistent with prior practice since the date of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of most recent financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent included in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent Filed Company SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (Alcon Holdings Inc), Merger Agreement (Summit Autonomous Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent Buyer has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) of Buyer required to be furnished to, or filed by Parent with with, the SEC since January 1, 2009 2015 (such documents, together with any documents filed with the SEC during such period by Parent Buyer on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Buyer SEC Documents”).
(b) Each Parent Buyer SEC Document (i) at the time filedfiled (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent Buyer SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Buyer relating to the Buyer SEC Documents, and none of the Buyer SEC Documents is, to the Buyer’s Knowledge, the subject of ongoing SEC review. Each of the consolidated financial statements of Parent Buyer included or incorporated by reference in the Parent Buyer SEC Documents (including the related notes and schedules) (x) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (y) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 (z) fairly presented in all material respects the consolidated financial position of Parent Buyer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except as set forth on Section 4.08(c) of the Buyer Disclosure Schedules, there are no Liabilities of Buyer or any of its Subsidiaries required under GAAP to be reflected in (ior disclosed in the notes to) as Buyer’s consolidated balance sheet other than Liabilities which (a) are adequately reflected or reserved against in ParentBuyer’s consolidated audited unaudited balance sheet as of December 31September 30, 2010 2016 (or the notes thereto) as included in the Filed Parent Buyer SEC Documents and Documents, (iib) for liabilities and obligations have been incurred in connection with the Ordinary Course since September 30, 2016, (c) have not had or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwould not, individually or in the aggregate, have had or would be reasonably be expected to have be material to Buyer and its Subsidiaries (taken as a Parent Material Adverse Effectwhole) or (d) arise out of or in connection with this Agreement or the transactions contemplated hereby.
(d) Each of the chief executive officer of Parent Buyer and the chief financial officer of Parent Buyer (or each former chief executive officer of Parent Buyer and each former chief financial officer of ParentBuyer, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Buyer SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall will have the meanings given to such terms in SOX. None of Parent Buyer or any of the Parent its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent Buyer maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentBuyer’s properties or assetsassets that could have a material effect on Buyer’s financial statements.
(f) Buyer is, and since January 1, 2013 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the New York Stock Exchange.
(g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent Buyer are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent Buyer in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, Buyer to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent Buyer to make the certifications required under the Exchange Act with respect to such reports.
(gh) Neither Parent Buyer nor any of the Parent Subsidiaries of Buyer 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 Parent Buyer and any of the Parent 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Buyer or any of the Parent its Subsidiaries in ParentBuyer’s or such Parent Subsidiary’s published financial statements or other Parent Buyer SEC Documents.
(hi) Since January 1, 20092015, none of ParentBuyer, ParentBuyer’s independent accountants, the Parent Buyer’s Board of Directors or the audit committee of the Parent Buyer’s Board of Directors has received any oral or written notification of any (xA) “significant deficiency” in the internal controls over financial reporting of ParentBuyer, (yB) “material weakness” in the internal controls over financial reporting of Parent Buyer or (zC) fraud, whether or not material, that involves management or other employees of Parent Buyer who have a significant role in the internal controls over financial reporting of ParentBuyer. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall will have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. As of the date hereof, there is no reason to believe that Buyer’s outside auditors, chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX in connection with the filing of Buyer’s Annual Report on Form 10-K for the fiscal year ending December 31, 2016.
(ij) None No Subsidiary of the Parent Subsidiaries Buyer is, or nor has at any time since January 1, 2009 2013, been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Mosaic Co)
SEC Documents; Undisclosed Liabilities. (a) Parent Since December 31, 2020, the Company has timely filed or furnished or filed all reportsforms, statements, schedules, documents and reports required to be filed or furnished by it with the SEC, together with all certifications required pursuant to SOX (such forms, statements statements, schedules, documents and other documents (including reports together with any exhibits and schedules thereto and other information incorporated by reference therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”). No Company Subsidiary is required to file or furnish any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.
(b) Each Parent of the Company SEC Document Documents (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseded filing) or the time at which it became effective, as the case may be, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and of the NYSE applicable to such Parent Company SEC Document Document; and (ii) did not at the time it was filed (or or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then on the date of such amended or superseded filing) or at the time of such filing or amendment) at which it became effective, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of Parent the Company included or incorporated by reference in the Parent Company SEC Documents complied complied, at the time it was filed as to form they were filed, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was were prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles of America (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date of this Agreement, (i) there are no outstanding unresolved comments with respect to the Company or the Company SEC Documents filed with the SEC noted in comment letters or other correspondence received by the Company or its attorneys from the SEC; and (ii) to the Knowledge of the Company, there are no pending formal or informal investigations of the Company by the SEC. The Company is, and since December 31, 2020, has been, in compliance in all material respects with (i) the applicable provisions of SOX and (ii) the applicable listing and corporate governance rules and regulations of the NYSE.
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited balance sheet as of December March 31, 2010 2024 (or the notes thereto) as included in the Filed Parent Company SEC Documents and (the “Most Recent Company Balance Sheet”); (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 2024 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate, have not had or would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, which liabilities covered by clauses (ii) and (iii) do not exceed five percent (5%) of the liabilities and obligations reflected on the Most Recent Company Balance Sheet, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, determined or determinable, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect).
(d) Each of Neither the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent Company nor any of the Parent Company Subsidiaries is a party to, or has any commitment to become a party to, (i) 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 Parent the Company and any of the Parent Company 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 (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(he) Since January 1December 31, 20092023, none of Parentthe Company, Parentthe Company’s independent accountants, or the Parent Company Board (or the audit committee of the Parent Board Company Board) has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (yii) “material weakness” in the internal controls over financial reporting of Parent the Company or (ziii) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parentthe Company, and except as expressly described in the Company SEC Documents, there is no such, and as of March 31, 2024 there was no such, “significant deficiency” or “material weakness”. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(if) None The Company maintains a system of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a“internal control over financial reporting” (as defined in Rules 13a-15(f) or 15(dand 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. Except as described in the Company SEC Documents, (1) as of March 31, 2024, there were no material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and (2) since December 31, 2023, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
(g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of the Company, as 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 under the Exchange Act with respect to such reports.
(h) The Company has made available to Parent or its advisors true and complete copies of all written comment letters from the staff of the SEC since December 9, 2020 relating to the Company SEC Documents and all written responses of the Company thereto through the date of this Agreement. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, and there are no other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.governmental inquiries or investigations or internal investigations pending or threatened regarding any accounting practices of the Company.
Appears in 2 contracts
Sources: Merger Agreement (Nano Dimension Ltd.), Merger Agreement (Desktop Metal, Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent Since July 14, 2021, the Company has timely filed or furnished or filed all reportsforms, statements, schedules, documents and reports required to be filed or furnished by it with the SEC, together with all certifications required pursuant to SOX (such forms, statements statements, schedules, documents and other documents (including reports together with any exhibits and schedules thereto and other information incorporated by reference therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”). No Company Subsidiary is required to file or furnish any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.
(b) Each Parent of the Company SEC Document Documents (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseded filing) or the time at which it became effective, as the case may be, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and of the NYSE applicable to such Parent Company SEC Document Document; and (ii) did not at the time it was filed (or or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then on the date of such amended or superseded filing) or at the time of such filing or amendment) at which it became effective, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of Parent the Company included or incorporated by reference in the Parent Company SEC Documents complied complied, at the time it was filed as to form they were filed, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was were prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles of America (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date of this Agreement, (i) there are no outstanding unresolved comments with respect to the Company or the Company SEC Documents filed with the SEC noted in comment letters or other correspondence received by the Company or its attorneys from the SEC; and (ii) to the Knowledge of the Company, there are no pending formal or informal investigations of the Company by the SEC. The Company is, and since July 14, 2021, has been, in compliance in all material respects with (i) the applicable provisions of SOX and (ii) the applicable listing and corporate governance rules and regulations of the NYSE.
(c) Except (i) as reflected or reserved against in Parentthe Company’s unaudited consolidated audited balance sheet as of December 31, 2010 June 30 2024 (or the notes thereto) as included in the Filed Parent Company SEC Documents and (the “Most Recent Company Balance Sheet”); or (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2024 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate, have not had or would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, which liabilities covered by clauses (ii) and (iii) do not exceed five percent (5%) of the liabilities and obligations reflected on the Most Recent Company Balance Sheet, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, determined or determinable, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect).
(d) Each Neither the Company nor any of the chief executive officer Company Subsidiaries is a party to, or has any commitment to become a party to, (i) 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 Parent the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the chief financial officer other hand, or (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 Regulation S-K under the Exchange Act Act)).
(e) Since December 31, 2023, none of the Company, the Company’s independent accountants, or the Company Board (or the audit committee of the Company Board) 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, and Sections 302 and 906 of SOX with respect to except as expressly described in the Parent Company SEC Documents, there is no such, and the statements contained in such certifications are true and accurate. as of June 30, 2024 there was no such, “significant deficiency” or “material weakness.” For purposes of this Agreement, the terms “chief executive officersignificant deficiency” and “chief financial officermaterial weakness” shall have the meanings given assigned to such terms them in SOXAuditing Standard No. None of Parent or any 5 of the Parent Subsidiaries has outstandingPublic Company Accounting Oversight Board, or has arranged any outstanding, “extensions as in effect on the date of credit” to directors or executive officers within the meaning of Section 402 of SOXthis Agreement.
(ef) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions the Company’s receipts and expenditures are executed being made only in accordance with authorizations of the authorization of Company’s management and directors; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties assets that could have a material effect on the Company’s financial statements. Except as described in the Company SEC Documents, (1) as of June 30, 2024, there were no material weaknesses in the Company’s internal control over financial reporting (whether or assetsnot remediated) and (2) since December 31, 2023, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
(fg) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer Chief Executive Officer and chief financial officer Chief Financial Officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(gh) Neither The Company has made available to Parent nor any or its advisors true and complete copies of all written comment letters from the staff of the Parent Subsidiaries is a party toSEC since July 14, 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 2021 relating to any transaction or relationship between or among Parent the Company SEC Documents and any all written responses of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on thereto through the date of this Agreement.
(i) None . To the Knowledge of the Parent Subsidiaries isCompany, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) as of the Exchange Actdate of this Agreement, there are no SEC inquiries or investigations, and there are no other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.governmental inquiries or investigations or internal investigations pending or threatened regarding any accounting practices of the Company.
Appears in 2 contracts
Sources: Merger Agreement (Markforged Holding Corp), Merger Agreement (Nano Dimension Ltd.)
SEC Documents; Undisclosed Liabilities. (a) Parent has BellRing and its Subsidiaries have filed and furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent BellRing SEC Documents”. The BellRing SEC Documents, as of their respective effective dates (in the case of the BellRing SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other of the BellRing SEC Documents).
(b) Each Parent SEC Document (i) at , or, if amended, as finally amended prior to the time fileddate of this Agreement, complied in all material respects with the requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, applicable to the BellRing SEC Documents, and the rules and regulations none of the BellRing SEC promulgated thereunder applicable to such Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time Documents as of such filing or amendment) contain 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. Each of the consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(cb) Except (i) as reflected or otherwise reserved against in Parent’s consolidated audited on the balance sheet of BellRing and its consolidated Subsidiaries as of December 31June 30, 2010 2021 (including the notes thereto) included in the BellRing SEC Documents filed by BellRing and publicly available prior to the date of this Agreement, (ii) for Liabilities incurred since June 30, 2021 in the ordinary course of business consistent with past practice; (iii) for Liabilities set forth on Section 7.5(b) of the BellRing Disclosure Schedule; and (iv) for Liabilities incurred under or in accordance with this Agreement and the other Transaction Agreements to which BellRing is a party or in connection with the transactions contemplated hereby or thereby, BellRing has no Liabilities that would be required to be reflected or reserved against on a consolidated balance sheet of BellRing prepared in accordance with GAAP or the notes thereto) , other than as included in the Filed Parent SEC Documents have not and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwould not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Parent BellRing Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Transaction Agreement and Plan of Merger (BellRing Distribution, LLC), Transaction Agreement and Plan of Merger (Post Holdings, Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2015 (such documents, together with any documents filed with or furnished to the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement and the Form S-4S‑4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or Neither the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets.
(fe) The “disclosure controls and procedures” (as defined in Rules 13a-15(e13a‑15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(gf) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent Company SEC Documents.
(hg) Since As of the date hereof, since January 1, 20092017, none of Parentthe Company, Parentthe Company’s independent accountants, the Parent Company Board or the audit committee of the Parent Company Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (yii) “material weakness” in the internal controls over financial reporting of Parent the Company or (ziii) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(ih) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 2017 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 2 contracts
Sources: Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all required reports, schedules, forms, statements prospectuses, and registration, proxy and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent statements with the SEC since January 1, 2009 2002 (such documentscollectively, together with any and in each case including all exhibits and schedules thereto and documents filed with incorporated by reference therein, the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “"Parent SEC Documents”").
. As of their respective effective dates (b) Each in the case of Parent SEC Document Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (i) at in the time filedcase of all other Parent SEC Documents), the Parent SEC Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable to such Parent SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time Parent SEC Documents as of such filing or amendment) contain 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 light of the circumstances under which they were made, not misleading. Each of the .
(b) The consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of indicated in the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Except (i) as reflected , none of which has been or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwill be, individually or in the aggregate, material).
(c) Neither Parent nor any of its subsidiaries has any liabilities which, if known, would be required to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP or the notes thereto, except liabilities (i) reflected or reserved against on the balance sheet of Parent and its subsidiaries as of June 30, 2003 included in Parent's Quarterly Report on Form 10-Q for the period then ended or (ii) incurred after June 30, 2003 in the ordinary course of business consistent with past practice that have not had or and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (Leucadia National Corp), Merger Agreement (Wiltel Communications Group Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed and furnished, on a timely basis, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished or filed pursuant to Sections 13(a) and 15(d) of the Exchange Act by Parent the Company with the SEC since January 1, 2009 2015 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such documentsstatements and reports may have been amended since the date of their filing, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(i) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff and (ii) none of the subsidiaries of the Company is, or at any time since January 1, 2015, has been subject to the reporting requirements of Section 13a or 15d of the Exchange Act or otherwise required to file any periodic reports, schedules, proxy statements or other documents with the SEC.
(b) Each Parent As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange 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 Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreement, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of misleading (provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document).
(c) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent the Company included in the Parent Company SEC Documents when filed (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company, as of December 31, 2010 (2016, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities the notes thereto, the “Company Balance Sheet”), the Company and obligations incurred in connection with the Company Subsidiaries do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(de) Each The Company has established and maintains, and has, since January 1, 2015 maintained, disclosure controls and procedures and a system of the chief executive officer internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 13a-15 under the Exchange Act Act) in all material respects in compliance with the requirements of Rule 13a-15 under the Exchange Act. The Company has established and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient accounting controls intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (Ai) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures of the Company and the Company Subsidiaries are executed being made only in accordance with appropriate authorizations of the authorization of Company’s management and the Company Board; and (Ciii) provide assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) the assets of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial Company and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent Company 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) . Since January 1, 2009, none of Parent, Parent’s independent accountants2015, the Parent Company’s auditors and the Company Board have not identified or the audit committee been advised of the Parent Board has received (i) any oral significant deficiencies or written notification of any (x) “significant deficiency” material weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, (y) “material weakness” in the internal controls over process, summarize and report financial reporting of Parent information or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting or in the preparation of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreementfinancial statements.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (Avantor, Inc.), Merger Agreement (VWR Corp)
SEC Documents; Undisclosed Liabilities. (ai) Parent US BioEnergy has furnished or filed (or, where permitted, furnished) all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished filed (or filed by Parent with furnished) under the SEC since January 1Securities Act, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) and by US BioEnergy or any of its Subsidiaries with the Exchange Act or SEC since December 1, 2006 (such documents, together with any documents filed during such period by US BioEnergy with the SEC on a voluntary basis on Current Reports on Form 8-K, collectively, the “US BioEnergy SEC Documents”). As of their respective dates, the US BioEnergy SEC Documents complied in all material respects with the requirements of the Securities Act, as the Exchange Act and SOX, in each case may be, and to the rules and regulations of the SEC promulgated thereunder extent applicable to such Parent US BioEnergy SEC Document Documents, and none of the US BioEnergy SEC Documents when filed (ii) did not and, in the case of any registration statement under the Securities Act, at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendmentdeclared effective) contain 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. Each Except to the extent that information contained in any US BioEnergy SEC Document has been revised, amended, supplemented or superseded by a later filed US BioEnergy SEC Document, none of the consolidated US BioEnergy SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent US BioEnergy included in the Parent US BioEnergy SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the “Accounting Rules”), was have been prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of Parent US BioEnergy and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and the absence of footnotes, if applicable).
(c) . Except for liabilities and obligations (i) as reflected or reserved against in Parent’s consolidated audited the most recent balance sheet as of December 31, 2010 (or described in the notes thereto) as of US BioEnergy included in the US BioEnergy Filed Parent SEC Documents and Documents, (ii) for liabilities and obligations incurred in connection with this Agreement or the VeraSun Shareholders Agreement or the transactions contemplated by this AgreementAgreement or the VeraSun Shareholders Agreement or (iii) incurred since September 30, 2007, in the ordinary course of business, neither Parent US BioEnergy nor any Parent Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would are reasonably be expected likely to have a Parent Material Adverse EffectEffect on US BioEnergy.
(dii) Each of the chief principal executive officer of Parent US BioEnergy and the chief principal financial officer of Parent US BioEnergy (or each former chief principal executive officer of Parent US BioEnergy and each former chief principal financial officer of ParentUS BioEnergy, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent US BioEnergy SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOX. None of Parent or Neither US BioEnergy nor any of the Parent its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(eiii) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentUS BioEnergy’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent US BioEnergy in the reports that it files or 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 the US BioEnergy’s management of Parent, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable make the certifications of the chief executive officer and chief financial officer of Parent to make the certifications US BioEnergy required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any . Prior to the date of the Parent Subsidiaries is a party tothis Agreement, 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 Parent US BioEnergy’s outside auditors and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received of Directors of US BioEnergy have not been advised of (A) any oral significant deficiencies or written notification of any (x) “significant deficiency” material weaknesses in the design or operation of internal controls control over financial reporting of Parentwhich could reasonably be expected to adversely affect US BioEnergy’s ability to record, (y) “material weakness” in the internal controls over process, summarize and report financial reporting of Parent information or (zB) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the US BioEnergy’s internal controls control over financial reporting. Since December 31, 2006, any material change in internal control over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned required to them be disclosed in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreementany US BioEnergy SEC Document has been so disclosed.
(iiv) None of the Parent US BioEnergy’s Subsidiaries is, or has at any time since January December 1, 2009 2006, been, subject to the reporting requirements of Section Sections 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 2 contracts
Sources: Merger Agreement (Verasun Energy Corp), Merger Agreement (US BioEnergy CORP)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 2001 (such documentscollectively, together with any and in each case including all exhibits, schedules, and amendments thereto and documents filed with the SEC during such period incorporated by Parent on a voluntary basis on a Current Report on Form 8-Kreference therein, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b. Except as set forth in Section 3.5(a) Each Parent of the Company Disclosure Schedule, as of their respective dates, the SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 1933, as amended (the “SOXSecurities Act”) and ), or 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 Parent SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain 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 light of the circumstances under which they were made, not misleading. Each of The Company has previously delivered (except to the extent such filings are publicly available on the ▇▇▇▇▇ system) to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Company with the SEC since January 1, 2001, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof.
(b) The consolidated financial statements of Parent the Company included in the Parent SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (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 otherwise in the notes thereto) and fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Since January 1, 2001, the Company has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the SEC.
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31Since July 25, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement2003, neither Parent the Company nor any Parent Subsidiary of its consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether due or to become due) thatexcept (i) as and to the extent set forth on the audited balance sheet of the Company and its consolidated Subsidiaries as of July 25, 2003 (including the notes thereto) included in the SEC Documents, (ii) as incurred after July 25, 2003 in the ordinary course of business and consistent with past practice, (iii) as described in the Company’s quarterly report on Form 10-Q filed on March 5, 2004 (the “Recent SEC Documents”), or (iv) as would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect. The Company has not been a party to any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K of the Exchange Act) at any time since January 1, 2001.
(d) Each The Company has not filed any report with the SEC, Nasdaq, or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the chief date of this Agreement, remains confidential.
(e) The principal executive officer of Parent Company and the chief principal financial officer of Parent Company (or each former chief executive officer of Parent and each former chief principal executive officer or principal financial officer of Parent, as applicableCompany) has have made all applicable the certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents, and the statements contained in Documents filed since such certifications are true and accuratehave been required. For purposes of this Agreementthe preceding sentence, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “Company maintains disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of procedures required by Rule 13a-15 or 15d-15 under the Exchange Act) utilized by Parent ; such controls and procedures are reasonably designed effective to ensure that all material information (both financial concerning the Company and non-financial) required its Subsidiaries is made known on a timely basis to be disclosed by Parent in the reports that it files or submits under individuals responsible for the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms preparation of Company’s filings with the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required other public disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reportsdocuments.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (Isco Inc), Merger Agreement (Isco Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished filed or filed furnished, as applicable, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished filed or filed furnished, as applicable, by Parent the Company with the SEC since January 1, 2009 2003 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent As of its respective date, each Company SEC Document (i) at and the time filed, Draft 2004 10-K each complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and, to the extent in effect and applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (ii) “SOX”), and did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of Parent the Company included in each of the Parent Company SEC Documents complied at and the time it was filed Draft 2004 10-K (collectively, the “Company 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, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statementsstatements (other than those contained in the Draft 2004 10-K), to normal year-end audit adjustments).
(c) Except (i) as reflected to the extent accrued or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this AgreementCompany Financial Statements, neither Parent the Company nor any Parent Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except for those arising in the ordinary course of business consistent with past practice, for taxes or that, individually or in the aggregate, have had or would are not reasonably be expected likely to have a Parent Company Material Adverse Effect.
(d) Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) the Company has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOX. None of Parent or Neither the Company nor any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of Neither the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent Company nor any of the Parent Company 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 or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent the Company and any of the Parent Company Subsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, hand or any “off-balance-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under of the Exchange ActSEC)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published audited financial statements or other Parent Company SEC Documents.
(hf) Since None of the Company Subsidiaries is, or has at any time since January 1, 20092003, none been, subject to the reporting requirements of ParentSections 13(a) and 15(d) of the Exchange Act.
(g) The Company maintains internal accounting controls that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, Parent(ii) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (iii) access to its assets is permitted only in accordance with management’s independent accountantsgeneral or specific authorization and (iv) the recorded accountability for its assets is compared with existing assets at reasonable intervals.
(h) The Company has established and maintains “disclosure controls and procedures” (as such terms are defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, including controls and procedures to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer and its principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
(i) Since the date of the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, the Parent Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” material weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, (y) “material weakness” in the internal controls over process, summarize and report financial reporting of Parent information or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls over financial reporting of Parent. For purposes of this Agreement, reporting.
(j) Since the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 date of the Public filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, there have been no material changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect internal controls over financial reporting.
(k) The Company Accounting Oversight Boardintends to file its Annual Report on Form 10-K for the year ended December 31, as in effect on 2004, within five business days of the date of this Agreement.
(i) None of , and such Annual Report as filed with the Parent Subsidiaries is, or has at SEC will not contain any time since January 1, 2009 been, subject to material changes from the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.Draft 2004 10-K.
Appears in 2 contracts
Sources: Merger Agreement (United Defense Industries Inc), Merger Agreement (United Defense Industries Inc)
SEC Documents; Undisclosed Liabilities. The Company (aor its public predecessor) Parent has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 1998 (such documentscollectively, together with the "Company SEC Documents"). No Subsidiary of the Company is required to file any documents filed report, schedule, form, statement or other document with the SEC. As of their respective dates, the Company SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 1933, as amended (“SOX”) and the "Securities Act"), or 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 Parent Company SEC Document Documents, and (ii) did not at none of the time it was Company SEC Documents when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain 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. Each Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the consolidated Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent (including the related notes) included in the Parent Company SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the "Accounting Rules"), was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECAccounting Rules) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretorelated notes) and fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or . Neither the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent Company nor any Parent Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, which individually or in the aggregate, have had or would aggregate could reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent Subsidiaries, Effect 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC DocumentsCompany.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 2 contracts
Sources: Merger Agreement (McLeodusa Inc), Merger Agreement (Caprock Communications Corp)
SEC Documents; Undisclosed Liabilities. (a) Parent Qwest has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent Qwest with the SEC since January 1, 2009 2008 (such documents, together with any documents filed with the SEC during such period by Parent Qwest on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent Qwest SEC Documents”).
(b) Each Parent Qwest SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Qwest SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent Qwest included in the Parent Qwest SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent Qwest and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in ParentQwest’s consolidated audited balance sheet as of December 31, 2010 2009 (or the notes thereto) as included in the Filed Parent Qwest SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent Qwest nor any Parent Qwest Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Qwest Material Adverse Effect.
(d) Each of the chief executive officer of Parent Qwest and the chief financial officer of Parent Qwest (or each former chief executive officer of Parent Qwest and each former chief financial officer of ParentQwest, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Qwest SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent Qwest or any of the Parent Qwest Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent Qwest maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentQwest’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent Qwest are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent Qwest in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of ParentQwest, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent Qwest to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent Qwest nor any of the Parent Qwest 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 Parent Qwest and any of the Parent Qwest 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Qwest or any of the Parent Qwest Subsidiaries in ParentQwest’s or such Parent Qwest Subsidiary’s published financial statements or other Parent Qwest SEC Documents.
(h) Since January 1, 20092008, none of ParentQwest, ParentQwest’s independent accountants, the Parent Qwest Board or the audit committee of the Parent Qwest Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of ParentQwest, (y) “material weakness” in the internal controls over financial reporting of Parent Qwest or (z) fraud, whether or not material, that involves management or other employees of Parent Qwest who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementQwest.
(i) None of the Parent Qwest Subsidiaries other than Qwest Corporation is, or has at any time since January 1, 2009 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 2 contracts
Sources: Merger Agreement (Centurytel Inc), Merger Agreement (Qwest Communications International Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent Since January 1, 2022, the Company has furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary timely basis on a Current Report on Form 8-Kpursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, but excluding and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the Form S-4date of their filing and prior to the Agreement Date, being collectively referred to as the “Parent Company SEC Documents”). As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review.
(b) Each Parent As of their respective SEC filing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and all rules and regulations promulgated by the Exchange Act or the Securities ActSEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this AgreementAgreement Date, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each ; provided that (i) the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document and (ii) no representation is made as to the accuracy of the any forward-looking statements.
(c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Company SEC Documents when filed (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company as of December 31, 2010 (2023, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities the notes thereto, the “Company Balance Sheet”), the Company and obligations incurred in connection with the Company Subsidiaries do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company or either Company Subsidiary is a party (other than to the extent arising from a material breach thereof by the Company or either Company Subsidiary), (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance that (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated relating to the management of Parent, as appropriate, Company and the Company Subsidiaries is made known to allow timely decisions regarding required disclosure and to enable the chief Company’s principal executive officer and chief its principal financial officer of Parent to make by others within those entities, particularly during the certifications periods in which the periodic reports required under the Exchange Act with respect are being prepared and (ii) are effective in all material respects to such reports.
(g) Neither Parent nor any perform the functions for which they were established. From the date of the Parent 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 Parent and any filing of the Parent Subsidiaries, Company’s Annual Report 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 303(a) of Regulation SForm 10-K under for the Exchange Act))fiscal year ended December 31, where 2023 to the resultAgreement Date, purpose or intended effect of such Contract is neither the Company has identified nor the Company’s auditors have identified to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountantsCompany, the Parent Company Board or the audit committee of the Parent Company Board has received (i) any oral significant deficiencies or written notification of any (x) “significant deficiency” material weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, (y) “material weakness” in the internal controls over process, summarize and report financial reporting of Parent information or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementNasdaq.
(if) None of The Company and the Parent Company Subsidiaries ishave not effected, entered into or has at created any time since January 1, 2009 been, subject to the reporting requirements of Section 13(asecuritization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) or 15(d) of Regulation S-K under the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.).
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2003 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent "Company SEC Documents”").
(b) Each Parent . As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of the date of this Agreement, the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (filed on March 25, 2005) (the "2004 Form 10-K"), its Quarterly Reports on Form 10-Q for the quarter ended April 2, 2005 (filed on May 17, 2005) and its Current Reports on Form 8-K (filed on May 3, 2005 and May 17, 2005), together with any amendments to such reports filed with the SEC prior to the date hereof, taken together do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited 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 presented in all material respects present the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) . Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included set forth in the Filed Parent Company SEC Documents and (ii) for liabilities and obligations incurred as defined in connection with or contemplated by this AgreementSection 3.08), neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the aggregatenotes thereto, have had other than liabilities or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each obligations incurred in the ordinary course of business consistent with prior practice since the date of the chief executive officer of Parent and most recent financial statements included in the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Filed Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (Except as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent set forth in the reports that it files or submits under Company Disclosure Letter, neither 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent Company nor any of the Parent Subsidiaries Company Subsidiary 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 contract, arrangement or relationship between or among Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect understanding with an affiliate of such Contract party that is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of not disclosed in the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent Filed Company SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2014 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4Proxy Statement, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 theretothereto or permitted by Regulation S-X) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited unaudited balance sheet as of December 31September 30, 2010 2016 (or the notes thereto) as included in the Filed Parent Company SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedapplied in all material respects, (B) that transactions receipts and expenditures are executed made only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assetsassets could have a material effect on the financial statements.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent Company SEC Documents.
(h) Since January 1, 20092014, none of Parentthe Company, Parentthe Company’s independent accountants, the Parent Company Board or the audit committee of the Parent Company Board has received any written notification, or to the Knowledge of the Company any oral or written notification notification, of any (x) “”significant deficiency” in the internal controls over financial reporting of Parentthe Company, (y) “”material weakness” in the internal controls over financial reporting of Parent the Company or (z) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(i) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
(j) To the Knowledge of the Company, none of the Company, any of the Company Subsidiaries, or any director, officer, auditor or accountant of the Company or any of the Company Subsidiaries has, since January 1, 2014, received written notice of any substantive complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in any improper accounting or auditing practice that was reported to the audit committee of the Company Board.
(k) To the Knowledge of the Company, no employee of the Company or any of the Company Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law of the type described in Section 806 of SOX by the Company or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries nor, to the Knowledge of the Company, any director, officer, auditor, accountant, consultant or authorized representative of the Company or any of the Company Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other than Qwest Corporation andmanner discriminated against an employee of the Company or any of the Company Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of SOX.
(l) As of the date of this Agreement, until April 14, 2011, Qwest Communications International Inc.the Company is in material compliance with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.
Appears in 1 contract
Sources: Merger Agreement (CEB Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Parent has filed or furnished (as applicable) all Parent SEC Documents since August 15, 2011, pursuant to Sections 13 and 15 of the Exchange Act or filed all reportsSection 5 of the Securities Act, schedulesas applicable, forms, statements and other documents (including exhibits applicable regulations promulgated thereunder and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred all certifications required pursuant to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by Parent with the SEC, together will all amendments thereto and including all exhibits and schedules thereto and documents incorporated by reference therein collectively the “Parent SEC Documents”.
(b) As of its respective filing date, or in the case of Parent SEC Documents that are registration statements filed pursuant to the Securities Act, as of their respective effective dates, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the consolidated Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Parent included in the Parent SEC Documents complied at Documents: (i) have been prepared from and in accordance with, and accurately reflect, the time it was filed books and records of Parent and its Subsidiaries in all material respects; (ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was ; (iii) have been prepared in accordance with United States the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as may be indicated in the notes thereto or, for normal and recurring year-end adjustments as may be permitted by the SEC on Form 10-Q of the SECor Form 8-K or any successor or like form) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and (iv) and fairly presented in all material respects present the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included set forth in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreementthe Parent Disclosure Schedule, neither the Parent nor any Parent Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by GAAP to be set forth on a balance sheet of the Parent or in the aggregate, have had notes thereto. The Parent SEC Documents set forth all financial and contractual obligations and liabilities (including any obligations to issue capital stock or would reasonably be expected to have a Parent Material Adverse Effectother securities of the Parent) due after the date hereof.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications There are true and accurate. For purposes of this Agreement, no “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 303(a) 303 of Regulation S-K under the Exchange Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, which Parent or any Subsidiary of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC DocumentsCompany is a party.
(he) Since January 1, 2009, none The Parent Disclosure Schedule describes all outstanding payables and the aging of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreementsuch payables.
(if) None Except for outstanding payables listed in the Parent Disclosure Schedule Parent has no Indebtedness as of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.Closing.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Genius Brands International, Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed 4.6.1. The Stratasys SEC Documents include all reports, schedules, forms, statements, registration statements, prospectuses, proxy statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent Stratasys with the SEC since January 1, 2009 (such documents2009, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred all certifications required pursuant to as the “Parent SEC Documents”)SOX.
(b) 4.6.2. Each Parent Stratasys SEC Document (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) or became effective, as the case may be, complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Stratasys SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) or became effective, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent Stratasys included in the Parent Stratasys SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent Stratasys and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). Stratasys is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NASDAQ Stock Market.
(c) 4.6.3. Except (i) as reflected or reserved against in ParentStratasys’s consolidated audited balance sheet as of December 31, 2010 2011 (or the notes thereto) as included in the Filed Parent Stratasys SEC Documents and Documents, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2011 or in connection with or contemplated by this AgreementAgreement or (iii) for liabilities and obligations that, individually or in the aggregate, have not had or would not reasonably be expected to have a Stratasys Material Adverse Effect, neither Parent Stratasys nor any Parent Stratasys Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect).
(d) 4.6.4. Each of the chief executive officer of Parent Stratasys and the chief financial officer of Parent Stratasys (or each former chief executive officer of Parent Stratasys and each former chief financial officer of ParentStratasys, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Stratasys SEC Documents, and the statements contained in such certifications are true and accurate. For purposes Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of this AgreementSOX, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None none of Parent Stratasys or any of the Parent Stratasys Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent 4.6.5. Stratasys maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Stratasys’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions Stratasys’s receipts and expenditures are executed being made only in accordance with the authorization authorizations of Stratasys’s management and directors; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentStratasys’s properties assets that could have a material effect on Stratasys’s financial statements. Except as described in the Stratasys SEC Documents, (1) as of December 31, 2011, there were no material weaknesses in Stratasys’s internal control over financial reporting (whether or assetsnot remediated) and (2) since December 31, 2011, there has been no change in Stratasys’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Stratasys’s internal control over financial reporting.
(f) 4.6.6. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent Stratasys are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent Stratasys in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of ParentStratasys, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent Stratasys to make the certifications required under the Exchange Act with respect to such reports.
(g) 4.6.7. Neither Parent Stratasys nor any of the Parent Stratasys 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 Parent Stratasys and any of the Parent Stratasys 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Stratasys or any of the Parent Stratasys Subsidiaries in ParentStratasys’s or such Parent Stratasys Subsidiary’s published financial statements or other Parent Stratasys SEC Documents.
(h) 4.6.8. Since January 1, 20092011, none of ParentStratasys, ParentStratasys’s independent accountants, the Parent Stratasys Board or the audit committee of the Parent Stratasys Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of ParentStratasys, (yii) “material weakness” in the internal controls over financial reporting of Parent Stratasys or (ziii) fraud, whether or not material, that involves management or other employees of Parent Stratasys who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementStratasys.
(i) 4.6.9. None of the Parent Stratasys Subsidiaries is, or has at any time since January 1, 2009 2011 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14.
4.6.10. Since January 1, 2011, Qwest Communications International Inc.no attorney representing Stratasys or any of the Stratasys Subsidiaries, whether or not employed by Stratasys or any Stratasys Subsidiary, has reported to the chief legal counsel or chief executive officer of Stratasys evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Stratasys or any of its officers, directors, employees or agents pursuant to Section 307 of SOX.
4.6.11. Since January 1, 2011, to the Knowledge of Stratasys, no employee of Stratasys or any of the Stratasys Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of SOX by Stratasys or any of the Stratasys Subsidiaries.
4.6.12. To the Knowledge of Stratasys, none of the Stratasys SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. Stratasys has made available to Objet true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2011 through the date of this Agreement relating to the Stratasys SEC Documents and all written responses of Stratasys thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Stratasys SEC Documents other than confidential treatment requests. To the Knowledge of Stratasys, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Stratasys.
Appears in 1 contract
Sources: Merger Agreement (Stratasys Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed pursuant to Sections 13(a) and 15(d) of the Exchange Act by Parent the Company with the SEC since January 1, 2009 2007 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange 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 Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if amended extent corrected or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreementhereof, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the .
(c) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent the Company included in the Parent Company SEC Documents when filed complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(cd) Except (i) as reflected or reserved against set forth in Parent’s the audited consolidated audited balance sheet of the Company, as of December 31, 2010 2008, included in the Company SEC Documents (or together with the notes thereto) as included in , the Filed Parent SEC Documents “Company Balance Sheet”), the Company and (ii) for liabilities and obligations incurred in connection with the Company Subsidiaries do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations incurred in connection with the Transactions and (iii) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance assurances (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of ParentCompany’s management, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reportsof 2002.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 20092007, none of Parentthe Company, Parentthe Company’s independent accountants, the Parent Board Company Board, any Company Officer or the audit committee of the Parent Company Board has received (A) any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (yii) “material weakness” in the internal controls over financial reporting of Parent the Company or (ziii) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parentthe Company or (B) any material complaint, allegation, assertion or claim alleging, asserting or claiming that the accounting or auditing practices, procedures, methodologies or methods of the Company, any of the Company Subsidiaries or Vivelle or their respective internal accounting controls fail to comply with GAAP, generally accepted auditing standards or applicable Law. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 5 of the Public Company Accounting Oversight Board2, as in effect on the date of this Agreement.
(ih) None of the Parent Subsidiaries is, or has at any time since Since January 1, 2009 been2007, subject no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the reporting requirements of Section 13(a) Company Board or 15(d) any committee thereof or to the General Counsel of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.Company.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated thereinthan reports on Schedule 13D or Schedule 13G) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 1999 (such documents, together with 18 14 and giving effect to any documents filed with amendments, supplements and exhibits thereto and information incorporated by reference therein, the "COMPANY SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-KDOCUMENTS"). As of its respective date, but excluding except as supplemented or amended prior to the Form S-4date of this Agreement, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities ActAct of 1933, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents complied at Company's Annual Reports on Form 10-K for the time it was filed twelve months ended each of September 30, 1999 and September 30, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States U.S. generally accepted accounting principles (“"GAAP”) (except, in the case of unaudited 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 theretootherwise disclosed therein) and fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) then ended. Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for such liabilities and obligations incurred as, individually and in connection with or contemplated by the aggregate, have not had and are not reasonably expected to have a Company Material Adverse Effect, from September 30, 2000 to the date of this Agreement, neither Parent the Company nor any Parent Company Subsidiary has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOXnotes thereto. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 1999 been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (Ralston Purina Co)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reportsmade available to Acquiror a true and complete copy of each report, schedulesschedule, forms, statements registration statement and other documents (including exhibits and other information incorporated therein) required to be furnished or definitive proxy statement filed by Parent the Company with the SEC since January 1, 2009 1993 (as such documentsdocuments have since the time of their filing been amended, together with any the "Company SEC Documents"), which are all the documents filed (other than preliminary proxy materials) that the Company was required to file with the SEC during since such period by Parent on a voluntary basis on a Current Report on Form 8-Kdate. As of their respective dates, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
Documents (b) Each Parent SEC Document (i) at the time including any financial statements filed, to be filed or required to have been filed as a part thereof) complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Securities Act or the Securities Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain Company SEC Documents 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. Each of the consolidated The financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present (subject, in all material respects the case of the unaudited financial statements, to normal, recurring audit adjustments, which were not individually or in the aggregate material) the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments)then ended.
(cb) Except (i) as reflected disclosed in the Company SEC Documents or reserved against in Parent’s consolidated audited balance sheet Section 4.8 or 4.9 of the Company Disclosure Letter, as of December 31the date hereof the Company and its Subsidiaries do not have any material indebtedness, 2010 (obligations or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted) that, individually required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the aggregatenotes, have had exhibits or would reasonably be expected to have a Parent Material Adverse Effectschedules thereto.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Merger Agreement (Us West Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed The Live Nation SEC Documents include all reports, schedules, forms, statements, registration statements, prospectuses, proxy statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent Live Nation with the SEC since January 1, 2009 (such documents2008, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred all certifications required pursuant to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”).
(b) Each Live Nation SEC Document (i) at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the requirements of SOX and 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 Parent Live Nation SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent Live Nation included in the Parent Live Nation SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent Live Nation and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). Live Nation is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.
(c) Except (i) as reflected or reserved against in ParentLive Nation’s consolidated audited balance sheet as of December 31, 2010 2007 (or the notes thereto) as included in the Filed Parent Live Nation SEC Documents and Documents, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2007 or in connection with or contemplated by this AgreementAgreement or (iii) for liabilities and obligations that, individually or in the aggregate, have not had or would not reasonably be expected to have a Live Nation Material Adverse Effect, neither Parent Live Nation nor any Parent Live Nation Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect).
(d) Each of the chief executive officer of Parent Live Nation and the chief financial officer of Parent Live Nation (or each former chief executive officer of Parent Live Nation and each former chief financial officer of ParentLive Nation, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Live Nation SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of Parent SOX, none of Live Nation or any of the Parent Live Nation Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent Live Nation maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Live Nation’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions Live Nation’s receipts and expenditures are executed being made only in accordance with the authorization authorizations of Live Nation’s management and directors; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentLive Nation’s properties or assetsassets that could have a material effect on Live Nation’s financial statements.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent Live Nation are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent Live Nation in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of ParentLive Nation, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent Live Nation to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent Live Nation nor any of the Parent Live Nation 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 Parent Live Nation and any of the Parent Live Nation 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Live Nation or any of the Parent Live Nation Subsidiaries in ParentLive Nation’s or such Parent Live Nation Subsidiary’s published financial statements or other Parent Live Nation SEC Documents.
(h) Since January 1, 20092008, none of ParentLive Nation, ParentLive Nation’s independent accountants, the Parent Live Nation Board or the audit committee of the Parent Live Nation Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of ParentLive Nation, (yii) “material weakness” in the internal controls over financial reporting of Parent Live Nation or (ziii) fraud, whether or not material, that involves management or other employees of Parent Live Nation who have a significant role in the internal controls over financial reporting of ParentLive Nation. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Live Nation Subsidiaries is, or has at any time since January 1, 2009 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
(j) Since January 1, 2008, no attorney representing Live Nation or any of the Live Nation Subsidiaries, whether or not employed by Live Nation or any Live Nation Subsidiary, has reported to the chief legal counsel or chief executive officer of Live Nation evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Live Nation or any of its officers, directors, employees or agents pursuant to Section 307 of SOX.
(k) Since January 1, 2008, to the Knowledge of Live Nation, no employee of Live Nation or any of the Live Nation Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of SOX by Live Nation or any of the Live Nation Subsidiaries.
(l) To the Knowledge of Live Nation, none of the Live Nation SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. Live Nation has made available to Ticketmaster true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 through the date of this Agreement relating to the Live Nation SEC Documents and all written responses of Live Nation thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Live Nation SEC Documents other than confidential treatment requests. To the Knowledge of Live Nation, as of the date of this Agreement, there are no SEC inquiries or investigations, other than Qwest Corporation andgovernmental inquiries or investigations or internal investigations pending or threatened, until April 14, 2011, Qwest Communications International Inc.in each case regarding any accounting practices of Live Nation.
Appears in 1 contract
Sources: Merger Agreement (Live Nation, Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2011 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q and Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). No investigation by the SEC with respect to the Company or any of the Company Subsidiaries is pending or, to the Company’s knowledge, threatened.
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents The Company has established and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” procedures (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Parent and such disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or 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 by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management of Parent, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief principal executive officer and chief principal financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.
(gd) The Company and the Company Subsidiaries have established and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) regarding the reliability of the Company’s and its consolidated subsidiaries’ financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Company and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. The Company has disclosed, based on the most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (1) any 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 the Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
(e) The Company, since January 1, 2011, has complied in all material respects with, and is in compliance in all material respects with, all current listing and corporate governance requirements of NASDAQ, and is in compliance in all material respects with all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.
(f) Neither Parent the Company nor any of the Parent Subsidiaries Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and the Company or any of the Parent SubsidiariesCompany Subsidiary, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance-off balance sheet arrangements” arrangements (as defined in Item 303(a) of Regulation S-K under the Exchange Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of Company Subsidiary in the Parent Subsidiaries in Parent’s or such Parent SubsidiaryCompany’s published financial statements or other Parent Company SEC Documents.
(hg) Since The Company has made available to Parent accurate and complete copies of all material correspondence since January 1, 20092011 through the date hereof between the SEC, none of Parenton the one hand, Parent’s independent accountantsand the Company and the Company Subsidiaries, on the Parent Board or other hand, including comment letters from the audit committee staff of the Parent Board has received any oral SEC relating to the Company SEC Documents containing unresolved comments and all written responses of the Company thereto. To the knowledge of the Company, as of the date hereof, no Company SEC Document is the subject of ongoing review, comment or written notification of any investigation by the SEC.
(xh) “significant deficiency” Except as set forth in the internal controls over most recent audited consolidated financial reporting statements of Parent, (y) “material weakness” the Company included in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned Company SEC Documents prior to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto except (i) None liabilities or obligations incurred in the ordinary course of business since the Parent Subsidiaries isdate of such financial statements; (ii) liabilities and obligations that, individually or has at any time since January 1in the aggregate, 2009 been, subject are not material to the reporting requirements of Section 13(aCompany and the Company Subsidiaries, taken as a whole; or (iii) or 15(d) of liabilities and obligations under this Agreement or, except as otherwise expressly prohibited by this Agreement, incurred in connection with the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.Transactions.
Appears in 1 contract
Sources: Merger Agreement (Accelrys, Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent Since January 1, 2022, the Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary timely basis on a Current Report on Form 8-Kpursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, but excluding and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the Form S-4date of their filing and prior to the date hereof, being collectively referred to as the “Parent Company SEC Documents”). As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review.
(b) Each Parent As of their respective SEC filing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the ▇Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), or the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and all rules and regulations promulgated by the Exchange Act or the Securities ActSEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this AgreementAgreement Date, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each ; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document; provided, further, that no representation is made as to the accuracy of the any forward-looking statements.
(c) The audited annual consolidated financial statements and the unaudited quarterly condensed consolidated financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Company SEC Documents when filed: (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was ; (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly condensed consolidated financial statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto); and (iii) and fairly presented in all material respects the consolidated or condensed financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated or condensed results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly condensed consolidated financial statements, to normal and recurring year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the condensed consolidated audited balance sheet of the Company as of December March 31, 2010 (2025, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities and obligations incurred in connection with the notes thereto, the “Company Balance Sheet”), the Company nor its subsidiaries have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that, individually other than: (i) liabilities or obligations incurred in the aggregateordinary course of business since the date of the Company Balance Sheet; (ii) liabilities that are executory performance obligations arising under Contracts to which the Company is a party (other than to the extent arising from a breach thereof by the Company); and (iii) liabilities or obligations incurred in connection with the Transactions. As of the Agreement Date, neither the Company nor its subsidiaries have had taken any actions that: (i) have resulted or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each result in any obligations or liabilities of the chief executive officer of Parent and Company or its subsidiaries after the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of ParentMerger Closing, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect except to the Parent SEC Documents, and extent that such obligations or liabilities are reflected in the statements contained in such certifications are true and accurate. For purposes calculation of Closing Net Cash or expressly contemplated by this Agreement, “chief executive officer” and “chief financial officer” shall have ; or (ii) were intended to manipulate any element of the meanings given calculation of Closing Net Cash in a manner adverse to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXMerger Sub.
(e) Parent The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance that: (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated relating to the management of Parent, as appropriate, Company and its subsidiaries are made known to allow timely decisions regarding required disclosure and to enable the chief Company’s principal executive officer and chief its principal financial officer of Parent to make by others within those entities, particularly during the certifications periods in which the periodic reports required under the Exchange Act with respect are being prepared; and (ii) are effective at the reasonable assurance level in all material respects to such reports.
(g) Neither Parent nor any perform the functions for which they were established. From the date of the Parent 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 Parent and any filing of the Parent Subsidiaries, Company’s Annual Report 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 303(a) of Regulation SForm 10-K under for the Exchange Act))fiscal year ended December 31, where 2024 to the resultAgreement Date, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of neither the Parent Subsidiaries in ParentCompany nor the Company’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any auditors have identified: (x) “any significant deficiency” deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (y) “material weakness” in the internal controls over financial reporting of Parent or (z) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of ParentNasdaq. For purposes of this Agreement, the terms “significant deficiency” The books and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 records of the Public Company Accounting Oversight Boardhave been, as and are being, maintained in effect on the date of this Agreement.
(i) None all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent accurate and complete copies of the Parent Subsidiaries is, minutes (or has at any time drafts thereof requiring final approval) of all meetings and written consents of the Company Board and each committee thereof since January 1, 2009 been, subject 2022 through the Measurement Date; provided that the Company shall not be obligated to furnish to Parent any minutes for portions of meetings to the reporting requirements of Section 13(aextent they discuss the Transactions or alternative transactions considered by the Company Board or a committee thereof.
(f) Neither the Company nor its subsidiaries have effected, entered into or 15(dcreated any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(b) of Regulation S-K under the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.).
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished filed or filed furnished, as applicable, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be furnished filed or filed furnished, as applicable, by Parent with the SEC Company since January 1, 2009 2009, under the Securities Act and the Exchange Act (such documents, together with any documents and information incorporated therein by reference and together with any documents filed with the SEC during such period by Parent the Company with the SEC on a voluntary basis on a Current Report Reports on Form 8-KK as supplemented or amended, but excluding the Form S-4, being collectively referred to collectively as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filedfiled or furnished (and if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent Company SEC Document and (ii) did not at the time it was filed or furnished (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing filing, or amendmentin the case of registration statements and proxy statements, then on the dates of effectiveness and the dates of mailing, respectively) 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. The Company has not received any written notification of, and to the Knowledge of the Company there are no, outstanding or unresolved comments in such comment letters received by the Company from the SEC.
(c) Each of the consolidated financial statements (including the related notes) of Parent the Company included in the Parent Company SEC Documents filed since January 1, 2009, complied as to form at the time it was filed as (and if amended or superceded by a filing or amendment prior to form the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing, was has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) in all material respects (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(cd) Except (i) as reflected or reserved against set forth in Parent’s consolidated audited balance sheet as Section 5.6 of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this AgreementCompany Disclosure Letter, neither Parent the Company nor any Parent the Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except liabilities or obligations that, individually or in the aggregate, have had or would not reasonably be expected to have a Parent Material Adverse Effect.
(d. The Company Subsidiary is not, nor has at any time been, subject to the reporting requirements of Section 13(a) Each or 15(d) of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXAct.
(e) Parent The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that all material information relating to the Company, including the Company Subsidiary, that is required to be disclosed by the Company in the reports it files under the Exchange Act is timely made known to the Company’s management, including the principal executive officer and the principal financial officer or Persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
(f) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance together with the authorization of management and (C) regarding prevention or timely detection of other reasonable assurances included in the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (above-referenced definition. Except as defined set forth in Rules 13a-15(e) and 15d-15(eSection 5.6(f) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recordedCompany Disclosure Letter, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since since January 1, 2009, none of Parent, Parent’s independent accountants2011, the Parent Board or the audit committee of the Parent Board Company has not received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parent, or (yii) “material weakness” in the Company’s internal controls control over financial reporting of Parent reporting. There is no outstanding “significant deficiency” or (z) fraud“material weakness” that has not been appropriately and adequately remedied by the Company, whether or not material, that involves management or other employees of Parent who have a significant role in as certified by the internal controls over financial reporting of ParentCompany’s independent accountants. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight BoardExchange Act Rule 12b-2, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Merger Agreement (Ats Corp)
SEC Documents; Undisclosed Liabilities. (a) Parent Since October 30, 2020, and, to the Company’s Knowledge, since December 12, 2019, the Company has timely filed or furnished or filed with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished under the Exchange Act or filed by Parent the Securities Act or otherwise with the SEC since January 1SEC. At the time filed (or, 2009 in the case of registration statements, solely on the dates of effectiveness) (such documents, together with any documents filed with except to the SEC during such period extent amended by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent subsequently Filed Company SEC Document (i) at prior to the time fileddate of this Agreement, in which case as of the date of the last such amendment), each Filed Company SEC Document complied in all material respects with the applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Each , and each Filed Company SEC Document filed or furnished subsequent to the date of this Agreement (assuming, in the case of the Proxy Statement, that the representations and warranties of Parent and Merger Sub set forth in Section 5.6 are true and correct in all material respects) will comply, in all material respects with the applicable requirements of Nasdaq, the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be. The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Filed Company SEC Documents, and the Company is, and since October 30, 2020, and, to the Company’s Knowledge, since December 12, 2019, has been, in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. As of the date hereof, neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Filed Company SEC Documents and, to the Knowledge of the Company, none of the Filed Company SEC Documents is the subject of ongoing SEC review or investigation. None of the Company Subsidiaries is, or has at any time since October 30, 2020, and, to the Company’s Knowledge, since December 12, 2019, been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.
(b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Filed Company SEC Documents (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the published rules and regulations of the SEC with respect thereto, was (ii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) except to the extent updated, amended, restated or corrected by a subsequent Filed Company SEC Document, as of their respective dates of filing with the SEC, fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries (including the Managed Professional Corporations) as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company, as of December 31September 30, 2010 (2021, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries (iiincluding the Managed Professional Corporations) for liabilities and obligations incurred in connection with do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatrequired to be reflected or reserved against on a balance sheet prepared in accordance with GAAP other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (none of which are liabilities directly or indirectly related to a breach of Contract, breach of warranty, tort, infringement, Proceeding or violation of, or non-compliance with, Law), (ii) liabilities or obligations incurred in connection with the Transactions to the extent permitted or contemplated by this Agreement and (iii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect. There are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed in the Filed Company SEC Documents.
(d) Each of the chief executive officer of Parent The Company has established and the chief maintains disclosure controls and procedures over financial officer of Parent reporting (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as are defined in Rules 13a-15(f) Rule 13a-15 and 15d-15(f) of Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentExchange Act. The Company’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits furnishes 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 material information required to be disclosed is accumulated and communicated to the Company’s management of Parent, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(e) The Company has established and maintains a system of internal accounting controls that comply with the requirements of the Exchange Act and that have been designed by, or under the supervision of, their respective principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with respect to such reports.
GAAP, including policies and procedures that (gi) Neither Parent nor any require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Parent 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 Parent and any assets of the Parent SubsidiariesCompany; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company. From the date of the filing of the Company’s Annual Report 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 303(a) of Regulation SForm 10-K under for the Exchange Act))fiscal year ended December 31, where 2020 to the resultdate of this Agreement, purpose or intended effect neither the Company’s auditors, to the Knowledge of such Contract is to avoid disclosure the Company, nor the Company has been advised in writing of (i) any material transaction involving, significant deficiencies or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” weaknesses in the design or operation of internal controls control over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting of Parent. For purposes of this Agreementreporting, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them and, in Auditing Standard No. 5 of the Public Company Accounting Oversight Boardeach case, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements Company’s Knowledge, neither the Company nor any of Section 13(a) its Representatives has failed to disclose such information to the Company’s auditors or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.Company Board.
Appears in 1 contract
Sources: Merger Agreement (SOC Telemed, Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits included therewith and financial statements and schedules thereto and other information incorporated by reference therein) required to be furnished or filed by Parent with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2009 2013 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, K being collectively referred to as the “Parent SEC Documents”).
(b) Each . Parent has not received any written comments from the SEC Document (i) at staff with respect to the time filed, complied in all material respects with SEC Documents that have not been resolved to the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations satisfaction of the SEC promulgated thereunder applicable to such Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date staff. As of this Agreementtheir respective dates, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated audited financial statements of Parent included in the Parent SEC Documents Documents, including the notes thereto complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC securities laws with respect thereto, was . Such consolidated audited financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto) and fairly presented present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its or their operations and cash flows flows, as applicable, for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments)then ended.
(cb) Except (i) as reflected or reserved against in Parent’s consolidated audited unaudited balance sheet as of December 31June 30, 2010 2014 (or the notes thereto) as included in the Filed Parent SEC Documents and Documents, (ii) for liabilities and obligations incurred since June 30, 2014 in connection the ordinary course of business consistent with or contemplated past practice and (iii) for liabilities and obligations incurred as permitted by this AgreementAgreement (none of which relates to any breach of Contract, neither breach of warranty, tort, infringement, or violation of Law or arose out of any Action or claim), Parent nor any Parent Subsidiary has does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) in each case as required by GAAP to be reflected or reserved against in Parent’s consolidated balance sheet (or the notes thereto) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the Parent.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(ec) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsassets that could have a material effect on Parent’s financial statements.
(fd) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent Subsidiaries, on the one handis, 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 2013 has been, subject to in compliance in all material respects with the reporting applicable listing and corporate governance rules and requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.New York Stock Exchange.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has filed -------------------------------------- all material required reports, schedules, forms, statements and other documents with the SEC since May 9, 1996, and the Company has delivered or made available to Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1such date (collectively, 2009 (such documentsand in each case including all exhibits and schedules thereto and documents incorporated by reference therein, together with any documents filed with the "SEC Documents"). As of their respective dates, the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and Securities Act, or 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 Parent SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain 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 light of the circumstances under which they were made, not misleading. Each Except to the extent set forth in Section 3.01(e) of the Disclosure Schedule and 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 SEC Documents filed by the Company since January 1, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent all SEC Documents complied at filed since January 1, 1997 (the time it was filed "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, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (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 presented in all material respects present the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) . Except (i) as reflected or reserved against set forth in Parent’s consolidated Schedule 3.01(e), at the date of the most recent audited balance sheet as financial statements of December 31, 2010 (or the notes thereto) as Company included in the Filed Parent Recent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this AgreementDocuments, neither Parent the Company nor any Parent Subsidiary of its subsidiaries had, and since such date neither the Company nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich, individually or in the aggregate, have had or would could reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX material adverse effect with respect to the Parent SEC Documents, and Company. To the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any best of the Parent Subsidiaries has outstandingCompany's knowledge, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(ei) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of all historical financial statements in conformity with GAAPsupplied to Parent by the Company for periods subsequent to June 30, consistently applied, (B) that transactions are executed only 1997 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the authorization SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of management 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 to normal year-end adjustments) and (Cii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsall financial data so supplied for such periods is true and accurate in all material respects.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent Since June 30, 2011, the Company has filed with or furnished or filed to the SEC all required reports, schedules, formsforms and registration statements (collectively, statements and in each case including all exhibits, schedules, and amendments thereto and other documents (including exhibits and other information incorporated by reference therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent . As of their respective dates, the SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and 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 Parent SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain 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 light of the circumstances under which they were made, not misleading. Each None of the Company’s Subsidiaries is, or at any time since June 30, 2011, has been, required to file any forms, reports or other documents with the SEC. The Company has previously delivered (except to the extent such filings are publicly available on the ▇▇▇▇▇ system) to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by the Company with the SEC since June 30, 2011, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof. There are no outstanding or unresolved comments from any comment letters received by the Company from the SEC relating to reports, statements, schedules, registration statements or other filings filed by the Company with the SEC. To the Knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC.
(b) The consolidated financial statements of Parent the Company included in the Parent SEC Documents complied at (the time it was filed “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, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (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 otherwise in the notes thereto) and fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as set forth on Section 3.5(b) of the Company Disclosure Schedule, since June 30, 2011, the Company has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the SEC.
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31Since June 30, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement2013, neither Parent the Company nor any Parent Subsidiary of its consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether due or to become due) thatof the type required to be disclosed on a balance sheet prepared in accordance with GAAP except (i) as and to the extent set forth on the audited balance sheet of the Company and its consolidated Subsidiaries as of June 30, 2013, (including the notes thereto) included in the SEC Documents, (ii) as incurred after June 30, 2013, in the ordinary course of business and consistent with past practice, (iii) as described in the Company’s quarterly reports on Form 10-Q, definitive proxy statements, and Current Reports on Form 8-K filed between June 30, 2013 and the date hereof (the “Recent SEC Documents”), (iv) liabilities incurred in connection with the negotiation, execution and delivery of this Agreement or (v) as would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is, or has been at any time since June 30, 2011, a party to any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K of the Exchange Act) or any similar arrangements where the result, purpose or effect is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the SEC Documents or the SEC Financial Statements.
(d) Each The Company has not filed any report with the SEC, NASDAQ, or any other securities regulatory authority or any securities exchange or other self-regulatory authority that, as of the chief date of this Agreement, remains confidential.
(e) The principal executive officer of Parent Company and the chief principal financial officer of Parent Company (or each former chief executive officer of Parent and each former chief principal executive officer or principal financial officer of Parent, as applicableCompany) has have made all applicable the certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents, and the statements contained in Documents filed since such certifications are have been required and such filings were true and accuratecorrect in all material respects when made. Nothing has come to the attention of the principal executive officer or principal financial officer of the Company that would preclude each of them from being able to make the certifications in the Company’s next periodic report (Form 10-K or Form 10-Q) due after the date hereof. For purposes of this Agreementsection, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. None of Parent or Since June 30, 2011, neither the Company nor any of the Parent its Subsidiaries has outstanding, or has arranged any outstanding, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “Company has implemented and maintains disclosure controls and procedures” (as defined in Rules 13a-15(e) procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and 15d-15(e) Section 404 of the Exchange Act▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act which (i) utilized by Parent are reasonably designed effective to ensure that all material information (both financial concerning the Company and non-financial) required its Subsidiaries is made known on a timely basis to be disclosed by Parent in the reports that it files or submits under individuals responsible for the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms preparation of Company’s filings with the SEC and other public disclosure documents; and (ii) ensures that all such material information required to be disclosed is accumulated and communicated to the Company’s management of Parent, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent Subsidiaries is a party todisclosure. The Company has disclosed, 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 Parent and any of the Parent Subsidiaries, based 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect its most recent evaluation of such Contract is disclosure controls and procedures prior to avoid disclosure of any material transaction involvingthe date hereof, or material liabilities of, Parent or any of to the Parent Subsidiaries in ParentCompany’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or auditors and the audit committee of the Parent Board has received any oral or written notification of any the Company (x) “any significant deficiency” deficiencies and material weaknesses in the design or operation of internal controls over financial reporting of Parentthat are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (y) “material weakness” in the internal controls over financial reporting of Parent or (z) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreementreporting.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Teledyne Technologies Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent CenturyLink has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent CenturyLink with the SEC since January 1, 2009 2008 (such documents, together with any documents filed with the SEC during such period by Parent CenturyLink on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent CenturyLink SEC Documents”).
(b) Each Parent CenturyLink SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent CenturyLink SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent CenturyLink included in the Parent CenturyLink SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent CenturyLink and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in ParentCenturyLink’s consolidated audited balance sheet as of December 31, 2010 2009 (or the notes thereto) as included in the Filed Parent CenturyLink SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent CenturyLink nor any Parent CenturyLink Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent CenturyLink Material Adverse Effect.
(d) Each of the chief executive officer of Parent CenturyLink and the chief financial officer of Parent CenturyLink (or each former chief executive officer of Parent CenturyLink and each former chief financial officer of ParentCenturyLink, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent CenturyLink SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent CenturyLink or any of the Parent CenturyLink Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent CenturyLink maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentCenturyLink’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent CenturyLink are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent CenturyLink in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of ParentCenturyLink, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent CenturyLink to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent CenturyLink nor any of the Parent CenturyLink 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 Parent CenturyLink and any of the Parent CenturyLink 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 off‑balance‑sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent CenturyLink or any of the Parent CenturyLink Subsidiaries in ParentCenturyLink’s or such Parent CenturyLink Subsidiary’s published financial statements or other Parent CenturyLink SEC Documents.
(h) Since January 1, 20092008, none of ParentCenturyLink, ParentCenturyLink’s independent accountants, the Parent CenturyLink Board or the audit committee of the Parent CenturyLink Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of ParentCenturyLink, (y) “material weakness” in the internal controls over financial reporting of Parent CenturyLink or (z) fraud, whether or not material, that involves management or other employees of Parent CenturyLink who have a significant role in the internal controls over financial reporting of ParentCenturyLink. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent CenturyLink Subsidiaries is, or has at any time since January 1, 2009 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (Centurytel Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent Since December 23, 2021, the Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary timely basis on a Current Report on Form 8-Kpursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, but excluding and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the Form S-4date of their filing and prior to the date hereof, being collectively referred to as the “Parent Company SEC Documents”). As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review.
(b) Each Parent As of their respective SEC filing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and all rules and regulations promulgated by the Exchange Act or the Securities ActSEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this AgreementAgreement Date, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each ; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document; provided, further, that no representation is made as to the accuracy of the any forward-looking statements.
(c) The audited annual consolidated financial statements and the unaudited quarterly condensed financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Company SEC Documents when filed (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly condensed financial statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iii) fairly presented in all material respects the consolidated or condensed financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated or condensed results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly condensed financial statements, to normal and recurring year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s consolidated audited the condensed balance sheet of the Company as of December March 31, 2010 (2023, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities and obligations incurred in connection with the notes thereto, the “Company Balance Sheet”), the Company does not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that, individually other than (i) liabilities or obligations incurred in the aggregateordinary course of business since the date of the Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company is a party (other than to the extent arising from a breach thereof by the Company), and (iii) liabilities or obligations incurred in connection with the Transactions or the Wind-Down Process. As of the Agreement Date, the Company has not taken any actions that (i) have had resulted or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each result in any obligations or liabilities of the chief executive officer of Parent and Company after the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of ParentMerger Closing, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect except to the Parent SEC Documents, and extent that such obligations or liabilities are reflected in the statements contained calculation of Closing Net Cash or expressly contemplated by this Agreement or (ii) were intended to manipulate any element of the calculation of Closing Net Cash in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given a manner adverse to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXMerger Sub.
(e) Parent The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance that (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated relating to the management of Parent, as appropriate, Company is made known to allow timely decisions regarding required disclosure and to enable the chief Company’s principal executive officer and chief its principal financial officer of Parent to make by others within those entities, particularly during the certifications periods in which the periodic reports required under the Exchange Act with respect are being prepared and (ii) are effective in all material respects to such reports.
(g) Neither Parent nor any perform the functions for which they were established. From the date of the Parent 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 Parent and any filing of the Parent Subsidiaries, Company’s Annual Report 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 303(a) of Regulation SForm 10-K under for the Exchange Act))fiscal year ended December 31, where 2022 to the resultAgreement Date, purpose or intended effect of such Contract is to avoid disclosure of neither the Company nor the Company’s auditors have identified (i) any material transaction involving, significant deficiencies or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, (y) “material weakness” in the internal controls over process, summarize and report financial reporting of Parent information or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of ParentNasdaq. For purposes of this Agreement, the terms “significant deficiency” The books and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 records of the Public Company Accounting Oversight Boardhave been, as and are being, maintained in effect on all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent accurate and complete copies of the date minutes (or drafts thereof requiring final approval) of this Agreementall meetings and written consents of the Company Board and each committee thereof since December 23, 2021 through June 1, 2023; provided that the Company shall not be obligated to furnish to Parent any minutes for portions of meetings to the extent they discuss the Transactions or alternative transactions considered by the Company Board or a committee thereof.
(if) None of the Parent Subsidiaries isThe Company has not effected, entered into or has at created any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) securitization transaction or 15(d“off-balance sheet arrangement” (as defined in Item 303(b) of Regulation S-K under the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.).
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 13, 2009 2010 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4Proxy Statement, being collectively referred to as the “Parent "Company SEC Documents”").
(b) Each Parent Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s the Company's consolidated audited balance sheet as of December 31, 2010 2011 (or the notes thereto) as included in the Filed Parent Company SEC Documents and Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of business since December 31, 2011 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent the Company (or each former chief principal executive officer of Parent the Company and each former chief principal financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes accurate as of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to date of such terms in SOXcertifications. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “"extensions of credit” " to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “"internal control over financial reporting” " (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedGAAP applied on a consistent basis during the periods involved, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s the Company's properties or assets.
(f) The “"disclosure controls and procedures” " (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” " (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parent’s the Company's or such Parent Company Subsidiary’s 's published financial statements or other Parent Company SEC Documents.
(h) Since January 12, 20092011, none of Parent, Parent’s independent accountantsthe Company, the Parent Board or Company Board, the audit committee of the Parent Company Board or, to the Knowledge of the Company, the Company’s independent accountants has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (y) “material weakness” in the internal controls over financial reporting of Parent the Company or (z) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(i) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (PVH Corp. /De/)
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January February 1, 2009 2010 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “"Parent SEC Documents”").
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“"SOX”") and 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 Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s 's consolidated audited balance sheet as of December 31January 29, 2010 2012 (or the notes thereto) as included in the Filed Parent SEC Documents and Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of business since January 29, 2012 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief principal executive officer of Parent and the chief principal financial officer of Parent (or each former chief principal executive officer of Parent and each former chief principal financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurateaccurate as of the date of such certifications. For purposes of this Agreement, “chief "principal executive officer” " and “chief "principal financial officer” " shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “"extensions of credit” " to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “"internal control over financial reporting” " (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedGAAP applied on a consistent basis during the periods involved, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s 's properties or assets.
(f) The “"disclosure controls and procedures” " (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s 's or such Parent Subsidiary’s 's published financial statements or other Parent SEC Documents.
(h) Since January 131, 20092011, none of Parent, Parent’s independent accountants, the Parent Board or Board, the audit committee of the Parent Board or, to the Knowledge of Parent, Parent’s independent accountants has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Merger Agreement (PVH Corp. /De/)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2014 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited balance sheet as of December 31, 2010 2015 (or the notes thereto) as included in the Filed Parent Company SEC Documents and Documents, (ii) for liabilities and obligations incurred since December 31, 2015 in connection with or contemplated the Ordinary Course of Business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent the Company SEC Documents.
(h) Since January 1December 31, 20092015, none of Parentthe Company, Parentthe Company’s independent accountants, the Parent Company Board or the audit committee of the Parent Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (y) “material weakness” in the internal controls over financial reporting of Parent the Company or (z) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(i) None of the Parent Company Subsidiaries or System Financing Entities is, or has at any time since January 1, 2009 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (Solarcity Corp)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2015 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4Proxy Statement and Schedule 13E-3, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filedfiled (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff in respect of the Company SEC Documents. Each of the consolidated financial statements of Parent the Company (including all related notes or schedules) included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in shareholders’ equity and cash flows as of the dates thereof and for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited balance sheet as of December 31, 2010 2016 (the “Company Balance Sheet”) (or the notes thereto) as included in the Filed Parent Company SEC Documents and Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent nor (iii) for liabilities and obligations that have been incurred in the Ordinary Course of Business since December 31, 2016, (iv) for liabilities and obligations that have been discharged or paid in full in the Ordinary Course of Business and (v) for liabilities and obligations that, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, none of the Company or any Parent Company Subsidiary has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich are required to be recorded or reflected on a balance sheet, individually including the footnotes thereto, under GAAP. There are no (A) unconsolidated Subsidiaries of the Company, or (B) off-balance sheet arrangements to which the Company or any of the Company Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the aggregate, have had Company SEC Reports or would reasonably be expected any obligations of the Company or any of the Company Subsidiaries to have a Parent Material Adverse Effectenter into any such arrangements.
(d) Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent the Company (or each former chief principal executive officer of Parent the Company and each former chief principal financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents. Since January 1, 2015 through the date hereof, subject to any applicable grace periods, to the Knowledge of the Company, the Company and each of its officers and directors have been and are in compliance with the applicable listing and corporate governance rules and regulations of NASDAQ, except as would not reasonably be expected to be material to the Company and the statements contained in such certifications are true and accurate. For purposes of this AgreementCompany Subsidiaries, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXtaken as a whole.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient reasonably designed to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, GAAP consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of To the Parent Subsidiaries is a party toCompany’s Knowledge, 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since since January 1, 2009, none of Parent, Parent’s independent accountants2015 through the date hereof, the Parent Board or Company has disclosed to the Company’s auditors and the audit committee of the Parent Board has received Company Board, (i) any oral significant deficiencies or written notification of any (x) “significant deficiency” material weaknesses in the its internal controls and procedures over financial reporting and (ii) any written allegation of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, fraud that involves management of the Company or any other employees of Parent the Company and the Company Subsidiaries who have a significant role in the Company’s internal controls over financial reporting of Parentor disclosure controls and procedures, except in each case as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. For purposes of this AgreementSince January 1, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on 2015 through the date of this Agreement, to the Company’s Knowledge, neither the Company nor any Company Subsidiary has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls that, individually or in the aggregate, would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole.
(ih) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (Exactech Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent Since January 1, 2022, the Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary timely basis on a Current Report on Form 8-Kpursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, but excluding and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the Form S-4date of their filing and prior to the date hereof, being collectively referred to as the “Parent Company SEC Documents”). As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review.
(b) Each Parent As of their respective SEC filing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and all rules and regulations promulgated by the Exchange Act or the Securities ActSEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this AgreementAgreement Date, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each ; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document; provided, further, that no representation is made as to the accuracy of the any forward-looking statements.
(c) The audited annual consolidated financial statements and the unaudited quarterly condensed consolidated financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Company SEC Documents when filed: (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was ; (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly condensed consolidated financial statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto); and (iii) and fairly presented in all material respects the consolidated or condensed financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated or condensed results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly condensed consolidated financial statements, to normal and recurring year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the condensed consolidated audited balance sheet of the Company as of December March 31, 2010 (2025, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities and obligations incurred in connection with the notes thereto, the “Company Balance Sheet”), the Company does not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that, individually other than: (i) liabilities or obligations incurred in the aggregateordinary course of business since the date of the Company Balance Sheet; (ii) liabilities that are executory performance obligations arising under Contracts to which the Company is a party (other than to the extent arising from a breach thereof by the Company); and (iii) liabilities or obligations incurred in connection with the Transactions or the Wind-Down Process. As of the Agreement Date, the Company has not taken any actions that: (i) have had resulted or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each result in any obligations or liabilities of the chief executive officer of Parent and Company after the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of ParentMerger Closing, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect except to the Parent SEC Documents, and extent that such obligations or liabilities are reflected in the statements contained in such certifications are true and accurate. For purposes calculation of Closing Net Cash or expressly contemplated by this Agreement, “chief executive officer” and “chief financial officer” shall have ; or (ii) were intended to manipulate any element of the meanings given calculation of Closing Net Cash in a manner adverse to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXMerger Sub.
(e) Parent The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance that: (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated relating to the management of Parent, as appropriate, Company are made known to allow timely decisions regarding required disclosure and to enable the chief Company’s principal executive officer and chief its principal financial officer of Parent to make by others within those entities, particularly during the certifications periods in which the periodic reports required under the Exchange Act with respect are being prepared; and (ii) are effective at the reasonable assurance level in all material respects to such reports.
(g) Neither Parent nor any perform the functions for which they were established. From the date of the Parent 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 Parent and any filing of the Parent Subsidiaries, Company’s Annual Report 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 303(a) of Regulation SForm 10-K under for the Exchange Act))fiscal year ended December 31, where 2024 to the resultAgreement Date, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of neither the Parent Subsidiaries in ParentCompany nor the Company’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any auditors have identified: (x) “any significant deficiency” deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (y) “material weakness” in the internal controls over financial reporting of Parent or (z) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of ParentNasdaq. For purposes of this Agreement, the terms “significant deficiency” The books and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 records of the Public Company Accounting Oversight Boardhave been, as and are being, maintained in effect on the date of this Agreement.
(i) None all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent accurate and complete copies of the Parent Subsidiaries is, minutes (or has at any time drafts thereof requiring final approval) of all meetings and written consents of the Company Board and each committee thereof since January 1, 2009 been, subject 2022 through the Measurement Date; provided that the Company shall not be obligated to furnish to Parent any minutes for portions of meetings to the reporting requirements of Section 13(aextent they discuss the Transactions or alternative transactions considered by the Company Board or a committee thereof.
(f) The Company has not effected, entered into or 15(dcreated any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(b) of Regulation S-K under the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.).
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent Black & ▇▇▇▇▇▇ has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent Black & ▇▇▇▇▇▇ with the SEC since January 1, 2009 2008 (such documents, together with any documents filed with or furnished to the SEC during such period by Parent Black & ▇▇▇▇▇▇ on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent Black & ▇▇▇▇▇▇ SEC Documents”).
(b) Each Parent Black & ▇▇▇▇▇▇ SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Black & ▇▇▇▇▇▇ SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent Black & ▇▇▇▇▇▇ included in the Parent Black & ▇▇▇▇▇▇ SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent Black & ▇▇▇▇▇▇ and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).. Table of Contents
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent Neither Black & ▇▇▇▇▇▇ nor any Parent Black & ▇▇▇▇▇▇ Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Black & ▇▇▇▇▇▇ Material Adverse Effect.
(d) Each of the chief executive officer of Parent Black & ▇▇▇▇▇▇ and the chief financial officer of Parent Black & ▇▇▇▇▇▇ (or each former chief executive officer of Parent Black & ▇▇▇▇▇▇ and each former chief financial officer of ParentBlack & ▇▇▇▇▇▇, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Black & ▇▇▇▇▇▇ SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent Black & ▇▇▇▇▇▇ or any of the Parent Black & ▇▇▇▇▇▇ Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent Black & ▇▇▇▇▇▇ maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s Black & ▇▇▇▇▇▇’▇ properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent Black & ▇▇▇▇▇▇ are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent Black & ▇▇▇▇▇▇ in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of ParentBlack & ▇▇▇▇▇▇, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent Black & ▇▇▇▇▇▇ to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent Black & ▇▇▇▇▇▇ nor any of the Parent Black & ▇▇▇▇▇▇ 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 Parent Black & ▇▇▇▇▇▇ and any of the Parent Black & ▇▇▇▇▇▇ 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Black & ▇▇▇▇▇▇ or any of the Parent Black & ▇▇▇▇▇▇ Subsidiaries in Parent’s Black & ▇▇▇▇▇▇’▇ or such Parent Black & ▇▇▇▇▇▇ Subsidiary’s published financial statements or other Parent Black & ▇▇▇▇▇▇ SEC Documents.. Table of Contents
(h) Since January 1, 2009, none of ParentBlack & ▇▇▇▇▇▇, Parent’s Black & ▇▇▇▇▇▇’▇ independent accountants, the Parent Black & ▇▇▇▇▇▇ Board or the audit committee of the Parent Black & ▇▇▇▇▇▇ Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of ParentBlack & ▇▇▇▇▇▇, (yii) “material weakness” in the internal controls over financial reporting of Parent Black & ▇▇▇▇▇▇ or (ziii) fraud, whether or not material, that involves management or other employees of Parent Black & ▇▇▇▇▇▇ who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementBlack & ▇▇▇▇▇▇.
(i) None of the Parent Black & ▇▇▇▇▇▇ Subsidiaries is, or has at any time since January 1, 2009 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (Stanley Works)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or timely filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January August 1, 2009 1992 (such documentscollectively, together with any and in each case including all exhibits and schedules thereto and documents filed with incorporated by reference therein, as amended, the "SEC Documents"). As of their respective dates, the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and Securities Act, or 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 Parent SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain 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. Each Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since August 1, 1997 and prior to the date of this Agreement (the "Recent SEC Documents"), as of their respective dates, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents (the "SEC Financial Statements"), as of their respective dates, complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was were prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material).
(c) . Except (i) as reflected or reserved against provided for in Parent’s consolidated audited the balance sheet as contained in the most recent audited financial statements of December 31, 2010 (or the notes thereto) as Company included in the Filed Parent Recent SEC Documents and (iithe "Year End Balance Sheet") for liabilities and obligations incurred or except as disclosed in connection with or contemplated by this AgreementSection 3.5 of the Disclosure Schedule, neither Parent the Company nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any except (x) “significant deficiency” liabilities incurred in the internal controls over financial reporting ordinary and usual course of Parentbusiness and consistent with past practice, (y) “material weakness” liabilities specifically incurred in connection with the internal controls over financial reporting of Parent or transactions contemplated by this Agreement (z) fraudincluding, whether or not materialwithout limitation, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.liabilities to
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 2013 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement/Consent Solicitation Statement and the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited unaudited balance sheet as of December 31June 30, 2010 2014 (or the notes thereto) as included in the Filed Parent SEC Documents and Documents, (ii) for liabilities and obligations incurred since June 30, 2014 in connection with or contemplated the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) Parent is, and since January 1, 2013 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE.
(g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(gh) Neither Parent nor any of the Parent Subsidiaries Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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-off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documentsstatements.
(hi) Since January 1, 20092013, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(ij) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 2013 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Agreement and Plan of Merger (Engility Holdings, Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent During the past three (3) years, Trident has filed or furnished or filed all reportsforms, statements, schedules, forms, statements documents and other documents (including exhibits and other information incorporated therein) reports required to be filed or furnished or filed by Parent it with the SEC since January 1, 2009 (such documentsforms, together with any statements, schedules, documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-Kand reports, but excluding the Form S-4, being collectively referred to as the “Parent Trident SEC Documents”).
(b) Each Parent of the Trident SEC Document Documents (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) or the time at which it became effective, as the case may be, complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Trident SEC Document Document; and (ii) did not at the time it was filed (or or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then on the date of such filing) or at the time of such filing or amendment) at which it became effective, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of Parent Trident included in the Parent Trident SEC Documents complied complied, at the time it was filed they were filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was were prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles of America (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent Trident and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date of this Agreement, (i) there are no outstanding unresolved comments with respect to Trident or the Trident SEC Documents filed with the SEC noted in comment letters or, to the Knowledge of Trident, other correspondence received by Trident or its attorneys from the SEC; and (ii) to the Knowledge of Trident, there are no pending formal or informal investigations of Trident by the SEC. Trident is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.
(c) Except (i) as reflected or reserved against in ParentTrident’s consolidated audited balance sheet as of December March 31, 2010 2023 (or the notes thereto) as included in the Filed Parent Trident SEC Documents and Documents; (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 2023 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate, have not had or would not reasonably be expected to be material to Trident and the Trident Subsidiaries, taken as a whole, neither Parent Trident nor any Parent Trident Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect).
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent Trident nor any of the Parent Trident Subsidiaries is a party to, or has any commitment to become a party to, (i) 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 Parent Trident and any of the Parent Trident 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 (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Trident or any of the Parent Trident Subsidiaries in ParentTrident’s or such Parent Trident Subsidiary’s published financial statements or other Parent the Trident SEC DocumentsDocument.
(he) Since January 1March 31, 20092023, none of ParentTrident, ParentTrident’s independent accountants, or the Parent Trident Board (or the audit committee of the Parent Board Trident Board) has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of ParentTrident, (yii) “material weakness” in the internal controls over financial reporting of Parent Trident or (ziii) fraud, whether or not material, that involves management or other employees of Parent Trident who have a significant role in the internal controls over financial reporting of ParentTrident. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(if) None Trident maintains a system of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a“internal control over financial reporting” (as defined in Rules 13a-15(f) or 15(dand 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Trident’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Trident’s receipts and expenditures are being made only in accordance with authorizations of Trident’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Trident’s assets that could have a material effect on Trident’s financial statements. Except as described in the Trident SEC Documents, (1) as of March 31, 2023, there were no material weaknesses in Trident’s internal control over financial reporting (whether or not remediated) and (2) since March 31, 2023, there has been no change in Trident’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Trident’s internal control over financial reporting.
(g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Trident are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Trident in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Trident, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Trident to make the certifications required under the Exchange Act with respect to such reports.
(h) Trident has made available to Sun or its advisors true and complete copies of all written comment letters from the staff of the SEC during the last three (3) years prior to the date of this Agreement relating to the Trident SEC Documents and all written responses of Trident thereto through the date of this Agreement other than with respect to requests for confidential treatment. To the Knowledge of Trident, as of the date of this Agreement, there are no SEC inquiries or investigations, other than Qwest Corporation andgovernmental inquiries or investigations or internal investigations pending or threatened, until April 14, 2011, Qwest Communications International Inc.in each case regarding any accounting practices of Trident.
Appears in 1 contract
Sources: Merger Agreement (3d Systems Corp)
SEC Documents; Undisclosed Liabilities. (a) Parent During the past three (3) years, Sun has filed or furnished or filed all reportsforms, statements, schedules, forms, statements documents and other documents (including exhibits and other information incorporated therein) reports required to be filed or furnished or filed by Parent it with the SEC since January 1, 2009 (such documentsforms, together with any statements, schedules, documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-Kand reports, but excluding the Form S-4, being collectively referred to as the “Parent Sun SEC Documents”).
(b) Each Parent of the Sun SEC Document Documents (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) or the time at which it became effective, as the case may be, complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and the Exchange Act or the Securities ActAct or the Israeli Securities Law (where applicable), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Sun SEC Document Document; and (ii) did not at the time it was filed (or or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then on the date of such filing) or at the time of such filing or amendment) at which it became effective, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of Parent Sun included in the Parent Sun SEC Documents complied complied, at the time it was filed they were filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent Sun and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date Sun countersigns this Agreement, (i) there are no outstanding unresolved comments with respect to Sun or the Sun SEC Documents filed with the SEC or ISA noted in comment letters or, to the Knowledge of Sun, other correspondence received by ▇▇▇ or its attorneys from the SEC or ISA and (ii) to the Knowledge of Sun, there are no pending formal or informal investigations of Sun by the SEC or ISA. Sun is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ.
(c) Except (i) as reflected or reserved against in ParentSun’s consolidated audited balance sheet as of December 31June 30, 2010 2023 (or the notes thereto) as included in the Filed Parent Sun SEC Documents and publicly available prior to the date of this Agreement; (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2023 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate, have not had or would not reasonably be expected to be material to Sun and the Sun Subsidiaries, taken as a whole, neither Parent Sun nor any Parent Sun Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect).
(d) Each Neither Sun nor any of the chief executive officer Sun Subsidiaries is a party to, or has any commitment to become a party to, (i) 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 Sun and any of Parent the Sun Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the chief financial officer other hand, or (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 Regulation S-K under the Exchange Act and Sections 302 and 906 Act)), where the purpose or intended effect of SOX with respect such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Sun or any of the Parent Sun Subsidiaries in Sun’s or such Sun Subsidiary’s published financial statements or the Sun SEC DocumentsDocument.
(e) Since June 30, and 2023, none of Sun, ▇▇▇’s independent accountants, or the statements contained Sun Board (or the audit committee of the Sun Board) has received any oral or written notification of any (i) “significant deficiency” in such certifications are true and accuratethe internal controls over financial reporting of Sun, (ii) “material weakness” in the internal controls over financial reporting of Sun or (iii) fraud, whether or not material, that involves management or other employees of Sun who have a significant role in the internal controls over financial reporting of Sun. For purposes of this Agreement, the terms “chief executive officersignificant deficiency” and “chief financial officermaterial weakness” shall have the meanings given assigned to such terms them in SOXAuditing Standard No. None of Parent or any 5 of the Parent Subsidiaries has outstandingPublic Company Accounting Oversight Board, or has arranged any outstanding, “extensions of credit” to directors or executive officers within as in effect on the meaning of Section 402 of SOXdate Sun countersigns this Agreement.
(ef) Parent Sun maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Sun’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions ▇▇▇’s receipts and expenditures are executed being made only in accordance with the authorization authorizations of Sun’s management and directors; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentSun’s properties assets that could have a material effect on Sun’s financial statements. Except as described in the Sun SEC Documents publicly available prior to the date of this Agreement, (1) as of June 30, 2023, there were no material weaknesses in Sun’s internal control over financial reporting (whether or assetsnot remediated) and (2) since June 30, 2023, there has been no change in Sun’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Sun’s internal control over financial reporting.
(fg) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent Sun are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent ▇▇▇ in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of ParentSun, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent Sun to make the certifications required under the Exchange Act with respect to such reports.
(gh) Neither Parent nor any Sun has made available to Trident or its advisors true and complete copies of all written comment letters from the staff of the Parent Subsidiaries is a party to, or has any commitment SEC during the last three (3) years prior to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement the date Sun countersigns this Agreement relating to any transaction or relationship between or among Parent the Sun SEC Documents and any all written responses of Sun thereto through the date Sun countersigns this Agreement other than with respect to requests for confidential treatment. To the Knowledge of Sun, as of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of date Sun countersigns this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, there are no SEC inquiries or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actinvestigations, other than Qwest Corporation andgovernmental inquiries or investigations or internal investigations pending or threatened, until April 14, 2011, Qwest Communications International Inc.in each case regarding any accounting practices of Sun.
Appears in 1 contract
Sources: Merger Agreement (3d Systems Corp)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 13, 2009 2010 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4Proxy Statement, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited balance sheet as of December 31, 2010 2011 (or the notes thereto) as included in the Filed Parent Company SEC Documents and Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of business since December 31, 2011 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent the Company (or each former chief principal executive officer of Parent the Company and each former chief principal financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes accurate as of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to date of such terms in SOXcertifications. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedGAAP applied on a consistent basis during the periods involved, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent Company SEC Documents.
(h) Since January 12, 20092011, none of Parent, Parent’s independent accountantsthe Company, the Parent Board or Company Board, the audit committee of the Parent Company Board or, to the Knowledge of the Company, the Company’s independent accountants has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (y) “material weakness” in the internal controls over financial reporting of Parent the Company or (z) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(i) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 2001 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent "Company SEC Documents”").
(b) Each Parent . As of its date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 1933 (“SOX”) and the "Securities Act"), or 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 Parent Company SEC Document and (ii) did not at Documents. None of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain Company SEC Documents contains any untrue statement of a material fact or omit omits 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, except to the extent that such statements have been modified or superseded by a later filed Company SEC Document. Each of the The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or . Neither the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” is subject to directors or executive officers within the meaning informational reporting requirements of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) 13 of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent Target has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1November 24, 2009 1999 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report Target's Registration Statement on Form 8S-1 (Registration No. 333-K85315), but excluding the Form S-4, being collectively referred to as the “Parent "Target SEC Documents”").
(b) Each Parent . As of their respective dates, the Target SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 1933 (“SOX”the "Securities Act") and or 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 Parent Target SEC Document Documents, and (ii) did not at none of the time it was Target SEC Documents when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain 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. Each of the consolidated The financial statements of Parent Target included in the Parent Target SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the "Accounting Rules"), was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited 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 presented present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries Target as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).
(c) . Except (i) as reflected in the financial statements contained in the Target Filed SEC Documents or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and thereto or (ii) for liabilities and obligations incurred in connection with this Agreement or the transactions contemplated by this Agreementhereby, neither Parent nor any Parent Subsidiary has Target does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich, individually or in the aggregate, have had when taken as a whole with any benefits or would rights corresponding to such liabilities or obligations, are reasonably be expected likely to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in adverse effect on the date of this AgreementTarget.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Merger Agreement (Exactis Com Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2014 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4Proxy Statement, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 theretothereto or permitted by Regulation S-X) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited unaudited balance sheet as of December 31September 30, 2010 2016 (or the notes thereto) as included in the Filed Parent Company SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedapplied in all material respects, (B) that transactions receipts and expenditures are executed made only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assetsassets could have a material effect on the financial statements.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent Company SEC Documents.
(h) Since January 1, 20092014, none of Parentthe Company, Parentthe Company’s independent accountants, the Parent Company Board or the audit committee of the Parent Company Board has received any written notification, or to the Knowledge of the Company any oral or written notification notification, of any (x) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (y) “material weakness” in the internal controls over financial reporting of Parent the Company or (z) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(i) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
(j) To the Knowledge of the Company, none of the Company, any of the Company Subsidiaries, or any director, officer, auditor or accountant of the Company or any of the Company Subsidiaries has, since January 1, 2014, received written notice of any substantive complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in any improper accounting or auditing practice that was reported to the audit committee of the Company Board.
(k) To the Knowledge of the Company, no employee of the Company or any of the Company Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law of the type described in Section 806 of SOX by the Company or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries nor, to the Knowledge of the Company, any director, officer, auditor, accountant, consultant or authorized representative of the Company or any of the Company Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other than Qwest Corporation andmanner discriminated against an employee of the Company or any of the Company Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of SOX.
(l) As of the date of this Agreement, until April 14, 2011, Qwest Communications International Inc.the Company is in material compliance with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.
Appears in 1 contract
Sources: Merger Agreement (Gartner Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1June 30, 2009 2017 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not not, at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) ), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited balance sheet as of December 31June 30, 2010 2020 (or the notes thereto) as included in the Filed Parent Company SEC Documents and Documents, (ii) for liabilities and obligations incurred since June 30, 2020, in connection with or contemplated the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had had, or would reasonably be expected to have have, a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are were true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any accurate as of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXdate made.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s the properties or assetsassets of the Company.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent the Company SEC Documents.
(h) Since January 1June 30, 20092017, none of Parentthe Company, Parentthe Company’s independent accountants, the Parent Company Board or the audit committee of the Parent Company Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (yii) “material weakness” in the internal controls over financial reporting of Parent the Company or (ziii) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Merger Agreement (Madison Square Garden Entertainment Corp.)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed with the SEC all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January October 1, 2009 2014 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4basis, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filedfiled (and in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and , the Exchange Act or and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. There are no outstanding or unresolved comments in comment letters received from the SEC or its staff in respect of the Company SEC Documents. Each of the consolidated financial statements of Parent the Company (including all related notes or schedules) included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments that are not material).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited balance sheet as of December 31September 30, 2010 2016 (or the notes thereto) as included in the Filed Parent Company SEC Documents and Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of business consistent with past practice since September 30, 2016 and (iv) for liabilities and obligations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect).
(d) Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent the Company (or each former chief principal executive officer of Parent the Company and each former chief principal financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes accurate as of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to date of such terms in SOXcertifications. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. Since October 1, 2014, subject to any applicable grace periods, the Company and each of its officers and directors have been and are in compliance with the applicable listing and corporate governance rules and regulations of the NYSE, except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedapplied on a consistent basis, during the periods involved, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s or the Company Subsidiaries’ properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer Chief Executive Officer and chief financial officer Chief Financial Officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent Company SEC Documents.
(h) Since January October 1, 20092014, none of Parent, Parent’s independent accountantsthe Company, the Parent Board or Company Board, the audit committee of the Parent Company Board or, to the Knowledge of the Company, the Company’s independent accountants has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parentthe Company or any Company Subsidiary, (y) “material weakness” in the internal controls over financial reporting of Parent the Company or any Company Subsidiary or (z) fraud, whether or not material, that involves management or other employees of Parent the Company or any Company Subsidiary who have a significant role in the internal controls over financial reporting of Parentthe Company or any Company Subsidiary. For purposes of this AgreementSince October 1, 2014, neither the terms “significant deficiency” and “material weakness” shall have Company nor any Company Subsidiary has received any complaint, allegation, assertion or claim regarding the meanings assigned to them in Auditing Standard No. 5 accounting or auditing practices, procedures, methodologies or methods of the Public Company Accounting Oversight Boardor the Company Subsidiaries or their respective internal accounting controls that, as individually or in effect on the date of this Agreementaggregate, would reasonably be expected to have a Company Material Adverse Effect.
(i) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (Headwaters Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed and furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished or filed pursuant to Sections 13(a) and 15(d) of the Exchange Act by Parent the Company with the SEC since January 1, 2009 2015 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such documentsstatements and reports may have been amended since the date of their filing, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange 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 Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreement, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each misleading (provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document).
(c) The audited financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the consolidated financial statements of Parent Company included in the Parent Company SEC Documents when filed (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s consolidated audited the balance sheet of the Company, as of December 31June 30, 2010 (2016, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities and obligations incurred in connection with the notes thereto, the “Company Balance Sheet”), the Company does not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations not required to be disclosed in a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that have not had, and would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(de) Each The Company has established and maintains disclosure controls and procedures and a system of the chief executive officer internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 13a-15 under the Exchange Act and Sections 302 and 906 Act) in all material respects in compliance with the requirements of SOX with respect Rule 13a-15 under the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes date of this Agreement, “chief executive officer” the Company’s auditors and “chief financial officer” shall the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the meanings given to such terms in SOX. None design or operation of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent reporting which are reasonably designed likely to ensure that all adversely affect the Company’s ability to record, process, summarize and report financial information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreementreporting.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent Buyer has furnished or filed all reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (including exhibits the “SEC”), and Buyer has delivered or made available to the Seller all reports, schedules, forms, statements and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by Parent on a voluntary basis on a Current Report on Form 8-Kreference therein, but excluding the Form S-4, being collectively referred to as the “Parent Buyer SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements . None of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities ActBuyer SEC Documents, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date knowledge of this AgreementBuyer, then at the time of such filing or amendment) contain contains any untrue statement of a material fact or omit omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of Parent Buyer included in the Parent such Buyer SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (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 presented in all material respects present the consolidated financial position of Parent Buyer and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Buyer’s independent accountants).
(c) . Except (i) as reflected or reserved against set forth in Parent’s consolidated audited balance sheet as the Buyer SEC Documents, at the date of December 31, 2010 (or the notes thereto) as most recent financial statements of Buyer included in the Filed Parent Buyer SEC Documents and (ii) for liabilities and obligations Documents, Buyer had not incurred in connection with or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich, individually or in the aggregate, have had or would could reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX material adverse effect with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurateBuyer. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act Buyer is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 not subject to any transaction litigation or relationship between or among Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documentsclaims.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2013 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4Proxy Statement, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filedfiled (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff in respect of the Company SEC Documents. Each of the consolidated financial statements of Parent the Company (including all related notes or schedules) included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in shareholders’ equity and cash flows as of the dates thereof and for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited balance sheet as of December 31, 2010 2014 (the “Company Balance Sheet”) (or the notes thereto) as included in the Filed Parent Company SEC Documents and Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent nor (iii) for liabilities and obligations that have been incurred in the Ordinary Course of Business since December 31, 2014, (iv) for liabilities and obligations that have been discharged or paid in full in the Ordinary Course of Business and (v) for liabilities and obligations that, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, none of the Company or any Parent Company Subsidiary has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich are required to be recorded or reflected on a balance sheet, individually including the footnotes thereto, under GAAP. As of the date hereof, there are no (A) unconsolidated Subsidiaries of the Company except as set forth in Section 4.06(c) of the Company Disclosure Letter, or (B) off-balance sheet arrangements to which the Company or any of the Company Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the aggregate, have had Company SEC Reports or would reasonably be expected any obligations of the Company or any of the Company Subsidiaries to have a Parent Material Adverse Effectenter into any such arrangements.
(d) Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent the Company (or each former chief principal executive officer of Parent the Company and each former chief principal financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents. Since January 1, 2013 through the date hereof, subject to any applicable grace periods, to the Knowledge of the Company, the Company and each of its officers and directors have been and are in compliance with the applicable listing and corporate governance rules and regulations of the NYSE, except as would not reasonably be expected to be material to the Company and the statements contained in such certifications are true and accurate. For purposes of this AgreementCompany Subsidiaries, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXtaken as a whole.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient reasonably designed to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, GAAP consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of To the Parent Subsidiaries is a party toCompany’s Knowledge, 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since since January 1, 2009, none of Parent, Parent’s independent accountants2013 through the date hereof, the Parent Board or Company has disclosed to the Company’s auditors and the audit committee of the Parent Board has received Company Board, (i) any oral significant deficiencies or written notification of any (x) “significant deficiency” material weaknesses in the its internal controls and procedures over financial reporting and (ii) any written allegation of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, fraud that involves management of the Company or any other employees of Parent the Company and the Company Subsidiaries who have a significant role in the Company’s internal controls over financial reporting of Parentor disclosure controls and procedures, except in each case as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. For purposes of this AgreementSince January 1, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on 2013 through the date of this Agreement, to the Company’s Knowledge, neither the Company nor any Company Subsidiary has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls that, individually or in the aggregate, would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole.
(ih) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent Except as disclosed in -------------------------------------- Section 4.5 of the Disclosure Schedule, Company has furnished or timely filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1September 2, 2009 1997 (such documentscollectively, together with and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "SEC Documents"). As of their respective dates, and taking into account any documents filed with amendments or supplements thereto, the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and Securities Act, or 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 Parent SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time SEC Documents as of such filing dates, and taking into account any amendments or amendment) contain supplements thereto, 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. Each of the The consolidated financial statements of Parent Company included in the Parent all SEC Documents complied at (the time it was filed "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, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (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 presented in all material respects present the consolidated financial position of Parent Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations operations, shareholders' equity, and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Except (i) as reflected , none of which, individually or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent aggregate, is material). Except as set forth in Section 4.5 of the Disclosure Schedule or in any other Section of the Disclosure Schedule and except as set forth in the SEC Documents filed and (ii) publicly available prior to the date of this Agreement, and except for liabilities and obligations incurred in connection the ordinary course of business consistent with or contemplated by past practice since the date of the most recent consolidated balance sheet included in the SEC Documents filed and publicly available prior to the date of this AgreementAgreement (the "Balance Sheet"), neither Parent Company nor any Parent Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by generally accepted accounting principles to be set forth on a consolidated balance sheet of Company and its consolidated Subsidiaries or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effectnotes thereto.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Merger Agreement (Desc Sa De Cv)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2013 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited unaudited balance sheet as of December March 31, 2010 2014 (or the notes thereto) as included in the Filed Parent Company SEC Documents and Documents, (ii) for liabilities and obligations incurred since March 31, 2014 in connection the ordinary course of business consistent with or contemplated past practice and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) in each case as required by GAAP to be reflected or reserved against in the Company’s consolidated balance sheet (or the notes thereto) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assetsassets that could have a material effect on the Company’s financial statements.
(f) The Company is, and since January 1, 2013 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE.
(g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(gh) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent Company SEC Documents.
(hi) Since January 1, 20092014, none of Parentthe Company, Parentthe Company’s independent accountants, the Parent Company Board or the audit committee of the Parent Company Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (yii) “material weakness” in the internal controls over financial reporting of Parent the Company or (ziii) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(ij) None of the Parent Subsidiaries No Company Subsidiary is, or nor has at any time since January 1, 2009 2013 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1June 30, 2009 (such documents, together with any documents filed with 2004 pursuant to Sections 13(a) and 15(d) of the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”)Exchange Act.
(b) Each Parent As of its respective date, each report, form, schedule or definitive proxy statement filed (as opposed to furnished) since June 30, 2004 by the Company with the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) and 15(d) of the Exchange Act (the “Company SEC Document (iDocuments”) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 1933, as amended (the “SOXSecurities Act”) and ), or 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 Parent Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the as of its respective date of this Agreement, then at the time of such filing or amendment) 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 light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Company SEC Document has been revised or superseded, including with updated information, by a later filed Filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at (including the time it was filed related notes and schedules thereto) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented present, in all material respects respects, the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected Other than liabilities or reserved against in Parent’s obligations set forth on the consolidated audited balance sheet as of December 31, 2010 (the Company and its consolidated Subsidiaries or in the notes thereto) as thereto in the most recent consolidated financial statements of the Company included in any Company SEC Document filed by the Company and publicly available prior to the date of this Agreement (“Filed Parent Company SEC Documents and (iiDocuments”) for liabilities and obligations or incurred since June 30, 2006 in connection with or contemplated by this Agreementthe ordinary course of business, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would could reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent the Company (or each former chief principal executive officer of Parent the Company and each former chief principal financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) with respect to the Parent Company SEC Documents, Documents and the statements contained in such certifications are true complete and accurate. For purposes of this Agreement, “chief principal executive officer” and “chief principal financial officer” shall will have the meanings given ascribed to such terms in SOX. None of Parent the Company or any of the Parent its Subsidiaries has outstanding, or has since the effective date of Section 402 of SOX arranged any outstanding, “extensions of credit” to or for directors or executive officers within of the meaning Company in violation of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions receipts and expenditures are executed made only in accordance with the authorization authorizations of management and directors and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assetsassets that could have a material effect on the Company’s financial statements.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or 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 the Company’s management of Parent, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief principal executive officer and chief principal financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any From the effective date of SOX applicable to the Parent 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 Parent and any Company through the date of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountantsthis Agreement, the Parent Board or the audit committee of the Parent Board Company has not received any oral or written notification of any (xA) “significant deficiency” in the internal controls over financial reporting of Parent, or (yB) “material weakness” in the Company’s internal controls over financial reporting reporting. To the Knowledge of Parent the Company, there is no outstanding “significant deficiency” or (z) fraud, whether or “material weakness” that has not material, that involves management or other employees of Parent who have a significant role in been appropriately and adequately remedied by the internal controls over financial reporting of ParentCompany. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreementhereof.
(ih) None of the Parent Company Subsidiaries is, or has at any time since January 1June 30, 2009 2004 has been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
(i) To the Knowledge of the Company, other than Qwest Corporation andthere is no applicable accounting rule, until April 14consensus or pronouncement that, 2011as of the date of this Agreement, Qwest Communications International Inc.has been adopted by the SEC, the Financial Accounting Standards Board or the Emerging Issues Task Force that is not in effect as of the date of this Agreement but that, if implemented, could reasonably be expected to have a Company Material Adverse Effect.
(j) Since their respective applicable effective dates, the Company has been in compliance with the applicable requirements of SOX, in each case as in effect from time to time, except as could not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1June 23, 2009 1998 (such documentsthe "COMPANY SEC DOCUMENTS"). As of its respective date, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of the date of this Agreement, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (filed with the SEC on April 1, 2002) (the "2001 FORM 10-K"), its definitive Proxy Statement with respect to its 2001 Annual Meeting of the Company's shareholders (filed with the SEC on April 30, 2001), and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (filed with the SEC on May 15, 2002) (collectively, the "2002 SEC DOCUMENTS") taken together do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of the dates of their respective filing, was were prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) . Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included set forth in the Filed Parent Company SEC Documents and (ii) for liabilities and obligations incurred as defined in connection with or contemplated by this AgreementSection 3.08), neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the aggregatenotes thereto, have had other than liabilities or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each obligations incurred in the ordinary course of business consistent with prior practice since the date of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of most recent financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent included in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent Filed Company SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Merger Agreement (Technisource Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 2001 (such documentscollectively, together with any and in each case including all exhibits, schedules, and amendments thereto and documents filed with incorporated by reference therein, the "SEC Documents"). Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, as of their respective dates, the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 1933, as amended (“SOX”) and the "Securities Act"), or 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 Parent SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain 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 light of the circumstances under which they were made, not misleading. Each of The Company has previously delivered (except to the extent such filings are publicly available on the EDGAR system) to Parent each registration statement, report, proxy ▇▇▇▇▇ment or information statement (other than preliminary materials) filed by Company with the SEC since January 1, 2001, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof.
(b) The consolidated financial statements of Parent the Company included in the Parent SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (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 otherwise in the notes thereto) and fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Since January 1, 2001, the Company has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the SEC.
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31Since July 25, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement2003, neither Parent the Company nor any Parent Subsidiary of its consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether due or to become due) thatexcept (i) as and to the extent set forth on the audited balance sheet of the Company and its consolidated Subsidiaries as of July 25, 2003 (including the notes thereto) included in the SEC Documents, (ii) as incurred after July 25, 2003 in the ordinary course of business and consistent with past practice, (iii) as described in the Company's quarterly report on Form 10-Q filed on March 5, 2004 (the "Recent SEC Documents"), or (iv) as would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect. The Company has not been a party to any securitization transactions or "off-balance sheet arrangements" (as defined in Item 303 of Regulation S-K of the Exchange Act) at any time since January 1, 2001.
(d) Each The Company has not filed any report with the SEC, Nasdaq, or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the chief date of this Agreement, remains confidential.
(e) The principal executive officer of Parent Company and the chief principal financial officer of Parent Company (or each former chief executive officer of Parent and each former chief principal executive officer or principal financial officer of Parent, as applicableCompany) has have made all applicable the certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the rule▇ ▇▇▇ ▇▇▇▇▇▇▇▇ons of the SEC prom▇▇▇▇▇▇▇ ▇▇▇▇▇▇nder with respect to the Parent SEC Documents, and the statements contained in Documents filed since such certifications are true and accuratehave been required. For purposes of this Agreementthe preceding sentence, “chief "principal executive officer” " and “chief "principal financial officer” " shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Sarbanes-Oxley Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of Company maintains disclosu▇▇ ▇▇▇▇▇▇▇▇ ▇▇d procedures required by Rule 13a-15 or 15d-15 under the Exchange Act) utilized by Parent ; such controls and procedures are reasonably designed effective to ensure that all material information (both financial concerning the Company and non-financial) required its Subsidiaries is made known on a timely basis to be disclosed by Parent in the reports that it files or submits under individuals responsible for the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms preparation of Company's filings with the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required other public disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reportsdocuments.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2015 (such documents, together with any documents filed with or furnished to the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement and the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or Neither the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets.
(fe) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(gf) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent Company SEC Documents.
(hg) Since As of the date hereof, since January 1, 20092017, none of Parentthe Company, Parentthe Company’s independent accountants, the Parent Company Board or the audit committee of the Parent Company Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (yii) “material weakness” in the internal controls over financial reporting of Parent the Company or (ziii) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(ih) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 2017 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed or furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished or filed pursuant to Sections 13(a) and 15(d) of the Exchange Act by Parent the Company with the SEC since January 1, 2009 2012 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such documentsstatements and reports may have been amended since the date of their filing, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document (i) at the time filed, complied as to form in all material respects with the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange 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 Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreement, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of misleading (provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document).
(c) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent the Company included in the Parent Company SEC Documents when filed (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company, as of December 31, 2010 (2014, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities the notes thereto, the “Company Balance Sheet”), the Company and obligations incurred in connection with the Company Subsidiaries do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains The Company has established and maintained disclosure controls and procedures and a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) ), respectively, of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K Rule 13a-15 under the Exchange Act)), where as required by Rule 13a-15 under the resultExchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, purpose or intended effect 2014 to the date of such Contract is to avoid disclosure this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any material transaction involving, significant deficiencies or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” weaknesses in the design or operation of internal controls control over financial reporting of Parentwhich are reasonably likely to adversely affect the Company’s ability to record, (y) “material weakness” in the internal controls over process, summarize and report financial reporting of Parent information or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting.
(f) There are no outstanding loans or other extensions of Parent. For purposes of this Agreement, credit made by the terms “significant deficiency” and “material weakness” shall have Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the meanings assigned to them in Auditing Standard No. 5 Exchange Act) or director of the Public Company. The Company Accounting Oversight Boardhas not, since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(g) Since January 1, 2012, (i) the Company has, to its knowledge, complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq and (ii) each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and Nasdaq, and the statements contained in effect on any such certifications are complete and correct.
(h) Since January 1, 2012, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at series of similar transactions, agreements, arrangements or understandings to which the Company or any time since January 1Company Subsidiary was or is to be a party, 2009 been, subject that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the reporting requirements of Section 13(a) or 15(d) of the Exchange Securities Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (Igate Corp)
SEC Documents; Undisclosed Liabilities. (a) Parent Since December 9, 2020, ▇▇▇▇▇▇▇ has filed or furnished or filed all reportsforms, statements, schedules, forms, statements documents and other documents (including exhibits and other information incorporated therein) reports required to be filed or furnished or filed by Parent it with the SEC since January 1, 2009 (such documentsSEC, together with any all certifications required pursuant to SOX (such forms, statements, schedules, documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-Kand reports, but excluding the Form S-4, being collectively referred to as the “Parent Ironman SEC Documents”).
(b) Each Parent of the Ironman SEC Document Documents (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) or the time at which it became effective, as the case may be, complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Ironman SEC Document Document; and (ii) did not at the time it was filed (or or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then on the date of such filing) or at the time of such filing or amendment) at which it became effective, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of Parent Ironman included in the Parent Ironman SEC Documents complied complied, at the time it was filed they were filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was were prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles of America (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent Ironman and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date of this Agreement, (i) there are no outstanding unresolved comments with respect to Ironman or the Ironman SEC Documents filed with the SEC noted in comment letters or, to the Knowledge of Ironman, other correspondence received by ▇▇▇▇▇▇▇ or its attorneys from the SEC; and (ii) to the Knowledge of Ironman, there are no pending formal or informal investigations of Ironman by the SEC. Ironman is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.
(c) Except (i) as reflected or reserved against in ParentIronman’s consolidated audited balance sheet as of December March 31, 2010 2023 (or the notes thereto) as included in the Filed Parent Ironman SEC Documents and Documents; (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 2023 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate, have not had or would not reasonably be expected to be material to Ironman and the Ironman Subsidiaries, taken as a whole, neither Parent Ironman nor any Parent Ironman Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect).
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent Ironman nor any of the Parent Ironman Subsidiaries is a party to, or has any commitment to become a party to, (i) 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 Parent Ironman and any of the Parent Ironman 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 (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Ironman or any of the Parent Ironman Subsidiaries in ParentIronman’s or such Parent Ironman Subsidiary’s published financial statements or other Parent the Ironman SEC DocumentsDocument.
(he) Since January 1March 31, 20092023, none of ParentIronman, ParentIronman’s independent accountants, or the Parent Ironman Board (or the audit committee of the Parent Board Ironman Board) has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of ParentIronman, (yii) “material weakness” in the internal controls over financial reporting of Parent Ironman or (ziii) fraud, whether or not material, that involves management or other employees of Parent Ironman who have a significant role in the internal controls over financial reporting of ParentIronman, and except as expressly described in the Ironman SEC Documents, there is no such, and as of March 31, 2023 there was no such, “significant deficiency” or “material weakness”. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(if) None Ironman maintains a system of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a“internal control over financial reporting” (as defined in Rules 13a-15(f) or 15(dand 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Ironman’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that ▇▇▇▇▇▇▇’s receipts and expenditures are being made only in accordance with authorizations of Ironman’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Ironman’s assets that could have a material effect on Ironman’s financial statements. Except as described in the Ironman SEC Documents, (1) as of March 31, 2023, there were no material weaknesses in Ironman’s internal control over financial reporting (whether or not remediated) and (2) since March 31, 2023, there has been no change in Ironman’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Ironman’s internal control over financial reporting.
(g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Ironman are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Ironman in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Ironman, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Ironman to make the certifications required under the Exchange Act with respect to such reports.
(h) Ironman has made available to Sun or its advisors true and complete copies of all written comment letters from the staff of the SEC since December 9, 2020 relating to the Ironman SEC Documents and all written responses of Ironman thereto through the date of this Agreement other than with respect to requests for confidential treatment. To the Knowledge of Ironman, as of the date of this Agreement, there are no SEC inquiries or investigations, other than Qwest Corporation andgovernmental inquiries or investigations or internal investigations pending or threatened, until April 14, 2011, Qwest Communications International Inc.in each case regarding any accounting practices of Ironman.
Appears in 1 contract
Sources: Merger Agreement (Stratasys Ltd.)
SEC Documents; Undisclosed Liabilities. (a) Parent Since January 1, 2022, the Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary timely basis on a Current Report on Form 8-Kpursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, but excluding and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the Form S-4date of their filing and prior to the date hereof, being collectively referred to as the “Parent Company SEC Documents”). As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review.
(b) Each Parent As of their respective SEC filing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and all rules and regulations promulgated by the Exchange Act or the Securities ActSEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this AgreementAgreement Date, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each ; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document; provided, further, that no representation is made as to the accuracy of the any forward-looking statements.
(c) The audited annual consolidated financial statements and the unaudited quarterly condensed consolidated financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Company SEC Documents when filed: (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was ; (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly condensed consolidated financial statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto); and (iii) and fairly presented in all material respects the consolidated or condensed financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated or condensed results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly condensed consolidated financial statements, to normal and recurring year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the condensed consolidated audited balance sheet of the Company as of December 31, 2010 (2024, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities and obligations incurred in connection with the notes thereto, the “Company Balance Sheet”), the Company does not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that, individually other than: (i) liabilities or obligations incurred in the aggregateordinary course of business since the date of the Company Balance Sheet; (ii) liabilities that are executory performance obligations arising under Contracts to which the Company is a party (other than to the extent arising from a breach thereof by the Company); and (iii) liabilities or obligations incurred in connection with the Transactions. As of the Agreement Date, the Company has not taken any actions that: (i) have had resulted or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each result in any obligations or liabilities of the chief executive officer of Parent and Company after the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of ParentMerger Closing, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect except to the Parent SEC Documents, and extent that such obligations or liabilities are reflected in the statements contained in such certifications are true and accurate. For purposes calculation of Closing Net Cash or expressly contemplated by this Agreement, “chief executive officer” and “chief financial officer” shall have ; or (ii) were intended to manipulate any element of the meanings given calculation of Closing Net Cash in a manner adverse to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXMerger Sub.
(e) Parent The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance that: (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated relating to the management of Parent, as appropriate, Company are made known to allow timely decisions regarding required disclosure and to enable the chief Company’s principal executive officer and chief its principal financial officer of Parent to make by others within those entities, particularly during the certifications periods in which the periodic reports required under the Exchange Act with respect are being prepared; and (ii) are effective at the reasonable assurance level in all material respects to such reports.
(g) Neither Parent nor any perform the functions for which they were established. From the date of the Parent 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 Parent and any filing of the Parent Subsidiaries, Company’s Annual Report 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 303(a) of Regulation SForm 10-K under for the Exchange Act))fiscal year ended December 31, where 2024 to the resultAgreement Date, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of neither the Parent Subsidiaries in ParentCompany nor the Company’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any auditors have identified: (x) “any significant deficiency” deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (y) “material weakness” in the internal controls over financial reporting of Parent or (z) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of ParentNasdaq. For purposes of this Agreement, the terms “significant deficiency” The books and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 records of the Public Company Accounting Oversight Boardhave been, as and are being, maintained in effect on the date of this Agreement.
(i) None all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent accurate and complete copies of the Parent Subsidiaries is, minutes (or has at any time drafts thereof requiring final approval) of all meetings and written consents of the Company Board and each committee thereof since January 1, 2009 been, subject 2022 through the Measurement Date; provided that the Company shall not be obligated to furnish to Parent any minutes for portions of meetings to the reporting requirements of Section 13(aextent they discuss the Transactions or alternative transactions considered by the Company Board or a committee thereof.
(f) The Company has not effected, entered into or 15(dcreated any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(b) of Regulation S-K under the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.).
Appears in 1 contract
Sources: Merger Agreement (Kronos Bio, Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 2013 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited unaudited balance sheet as of December March 31, 2010 2014 (or the notes thereto) as included in the Filed Parent SEC Documents and Documents, (ii) for liabilities and obligations incurred since March 31, 2014 in connection the ordinary course of business consistent with or contemplated past practice and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) in each case as required by GAAP to be reflected or reserved against in Parent’s consolidated balance sheet (or the notes thereto) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall will have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsassets that could have a material effect on Parent’s financial statements.
(f) Parent is, and since January 1, 2013 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE.
(g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(gh) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(hi) Since January 1, 20092014, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parent, (yii) “material weakness” in the internal controls over financial reporting of Parent or (ziii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall will have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(ij) None of the No Parent Subsidiaries Subsidiary is, or nor has at any time since January 1, 2009 2013 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent CenturyLink has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent CenturyLink with the SEC since January 1, 2009 2008 (such documents, together with any documents filed with the SEC during such period by Parent CenturyLink on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent CenturyLink SEC Documents”).
(b) Each Parent CenturyLink SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent CenturyLink SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent CenturyLink included in the Parent CenturyLink SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent CenturyLink and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in ParentCenturyLink’s consolidated audited balance sheet as of December 31, 2010 2009 (or the notes thereto) as included in the Filed Parent CenturyLink SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent CenturyLink nor any Parent CenturyLink Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent CenturyLink Material Adverse Effect.
(d) Each of the chief executive officer of Parent CenturyLink and the chief financial officer of Parent CenturyLink (or each former chief executive officer of Parent CenturyLink and each former chief financial officer of ParentCenturyLink, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent CenturyLink SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent CenturyLink or any of the Parent CenturyLink Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent CenturyLink maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentCenturyLink’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent CenturyLink are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent CenturyLink in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of ParentCenturyLink, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent CenturyLink to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent CenturyLink nor any of the Parent CenturyLink 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 Parent CenturyLink and any of the Parent CenturyLink 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent CenturyLink or any of the Parent CenturyLink Subsidiaries in ParentCenturyLink’s or such Parent CenturyLink Subsidiary’s published financial statements or other Parent CenturyLink SEC Documents.
(h) Since January 1, 20092008, none of ParentCenturyLink, ParentCenturyLink’s independent accountants, the Parent CenturyLink Board or the audit committee of the Parent CenturyLink Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of ParentCenturyLink, (y) “material weakness” in the internal controls over financial reporting of Parent CenturyLink or (z) fraud, whether or not material, that involves management or other employees of Parent CenturyLink who have a significant role in the internal controls over financial reporting of ParentCenturyLink. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent CenturyLink Subsidiaries is, or has at any time since January 1, 2009 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (Qwest Communications International Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC by the Company since January 1, 2009 2015 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to collectively as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filedfiled (or if amended or superseded by a filing or amendment prior to the date of this Agreement or the Closing Date, then at the time of such filing or amendment), complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended (the “SOX▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and ), the Exchange Act or and the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this AgreementAgreement or the Closing Date, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial 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 presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations of the SEC and the NYSE with respect to the Company SEC Documents and the statements contained in such certifications are complete and correct. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Except as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (i) the “Filed Company SEC Documents”), or as reflected or reserved against incurred in Parent’s consolidated audited the ordinary course of business since the date of the last balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent Company SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this AgreementDocuments, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance 15 sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets.
assets that could have a material effect on the Company’s financial statements. (fe) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief principal executive officer and chief principal financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any . To the Knowledge of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight BoardCompany, as in effect on of the date of this Agreement.
(i) None , none of the Parent Subsidiaries is, Company SEC Documents is the subject of ongoing SEC review or has at outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.Company SEC Documents.
Appears in 1 contract
Sources: Merger Agreement
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2001 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent "Company SEC Documents”").
(b) Each Parent . As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (filed on April 15, 2003) (the "2002 Form 10-K"), its definitive Proxy Statement with respect to its 2003 Annual Meeting (filed on April 29, 2003), its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 (filed on May 15, 2003) (the "First Quarter 2003 10-Q"), and its Current Report on Form 8-K (filed on May 16, 2003) (collectively, the "2003 SEC Documents") has been revised or superseded by a later Filed Company SEC Document (as defined in Section 3.08), none of the 2003 SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as of their respective filing dates as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited 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 present fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) . Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included set forth in the Filed Parent Company SEC Documents and (ii) for liabilities and obligations incurred as defined in connection with or contemplated by this AgreementSection 3.08), neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the aggregatenotes thereto except those incurred in the ordinary course of business after such filings, have had under this Agreement or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained otherwise in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance connection with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (Recapitalization Transactions. Except as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent set forth in the reports that it files or submits under Company Disclosure Letter, neither 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent Company nor any of the Parent Subsidiaries Company Subsidiary 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 contract, arrangement or relationship between or among Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect understanding with an affiliate of such Contract party that is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of not disclosed in the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent Filed Company SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Merger Agreement (Kagt Holdings Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent Since June 20, 2020, the Company has filed or furnished or filed with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished under the Exchange Act or the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by Parent with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent subsequently Filed Company SEC Document (i) at prior to the time fileddate of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document complied in all material respects with the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or and the Securities Act, as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Each The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Filed Company SEC Documents. As of the date hereof, neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Filed Company SEC Documents and, to the Knowledge of the Company, none of the Filed Company SEC Documents is the subject of ongoing SEC review or investigation. None of the Company Subsidiaries is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.
(b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent the Company included in the Parent Filed Company SEC Documents (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company, as of December 31February 26, 2010 (2022, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities the notes thereto, the “Company Balance Sheet”), the Company and obligations incurred in connection with the Company Subsidiaries do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of . Since February 26, 2022, neither the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or Company nor any of the Parent Company Subsidiaries has outstanding, made or has arranged permitted to remain outstanding any outstanding, “extensions of credit” to directors or executive officers (within the meaning of Section 402 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any Company Subsidiary.
(ed) Parent The Company has established and maintains disclosure controls and procedures and a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(f) Rule 13a-15 and 15d-15(f) of Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2022 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent any significant deficiencies or material weaknesses in the reports that it files design or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms operation of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls control over financial reporting of Parentwhich are reasonably likely to adversely affect the Company’s ability to record, (y) “material weakness” in the internal controls over process, summarize and report financial reporting of Parent information or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting, and, in each case, neither the Company nor any of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned its Representatives has failed to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject disclose such information to the reporting requirements of Section 13(a) Company’s auditors or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.Company Board.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent i-Cube has furnished or filed all -------------------------------------- required reports, ,schedules, ,forms, ,statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1June 18, 2009 1998 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8"i-K, but excluding the Form S-4, being collectively referred to as the “Parent Cube SEC Documents”").
(b) Each Parent . As of their respective dates, the i-Cube SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 1933, as amended (“SOX”) and the "Securities Act"), or 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 Parent i-Cube SEC Document Documents, and (ii) did not at none of the time it was i-Cube SEC Documents when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain 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. Each Except to the extent that information contained in any i-Cube SEC Document has been revised or superseded by a later filed i- Cube SEC Document, none of the consolidated i-Cube SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent i-Cube included in the Parent i-Cube SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented present in all material respects the consolidated financial position of Parent i-Cube and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).
(c) . Except (i) as reflected in such financial statements or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and thereto or (ii) for liabilities and obligations incurred in connection with this Agreement or the transactions contemplated by this Agreementhereby or thereby, neither Parent i-Cube nor any Parent Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich, individually or in the aggregate, have had or would are reasonably be expected likely to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in adverse effect on the date of this Agreementi-Cube.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Merger Agreement (Razorfish Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 2014 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 theretothereto or permitted by Regulation S-X) and fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited unaudited balance sheet as of December 31September 30, 2010 2016 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedapplied in all material respects, (B) that transactions receipts and expenditures are executed made only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsassets that could have a material effect on the financial statements.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 20092014, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any written notification, or to the Knowledge of Parent any oral or written notification notification, of any (x) “”significant deficiency” in the internal controls over financial reporting of Parent, (y) “”material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 Rule 12b-2 of the Public Company Accounting Oversight Board, as in effect on Exchange Act.
(i) As of the date of this Agreement.
(i) None , none of the Parent Subsidiaries is, or has at any time since January 1, 2009 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (CEB Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC by the Company since January 1, 2009 2015 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to collectively as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filedfiled (or if amended or superseded by a filing or amendment prior to the date of this Agreement or the Closing Date, then at the time of such filing or amendment), complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended (the “SOX▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and ), the Exchange Act or and the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this AgreementAgreement or the Closing Date, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial 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 presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations of the SEC and the NYSE with respect to the Company SEC Documents and the statements contained in such certifications are complete and correct. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(c) Except as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (i) the “Filed Company SEC Documents”), or as reflected or reserved against incurred in Parent’s consolidated audited the ordinary course of business since the date of the last balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent Company SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this AgreementDocuments, neither Parent the Company nor any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assetsassets that could have a material effect on the Company’s financial statements.
(fe) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief principal executive officer and chief principal financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports. To the Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents.
(gf) Neither Parent the Company nor any of the Parent Company 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 Parent the Company and any of the Parent Company Subsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements or other Parent Company SEC Documents.
(hg) Since January 1, 20092016, none of Parentthe Company, Parentthe Company’s independent accountants, the Parent Company Board or the audit committee of the Parent Company Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parentthe Company, (yii) “material weakness” in the internal controls over financial reporting of Parent the Company or (ziii) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementCompany.
(ih) None Except for Lorillard, Inc., none of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 2015, been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
(i) The Company is, other than Qwest Corporation andand since January 1, until April 142015 has been, 2011, Qwest Communications International Inc.in compliance in all material respects with all applicable listing and corporate governance rules and requirements of the NYSE.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 2014 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 2015 (or the notes thereto) as included in the Filed Parent SEC Documents and Documents, (ii) for liabilities and obligations incurred since December 31, 2015 in connection with or contemplated the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (Solarcity Corp)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2002 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent "Company SEC Documents”").
(b) Each Parent As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements (the "Company Financial Statements") of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited 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 presented in all material respects present the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Each certification included in the Company SEC Documents pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") was accurate ▇▇▇▇ ▇▇▇▇.
(c) Except (i) Other than as reflected or reserved against disclosed in Parent’s consolidated audited balance sheet the Company Financial Statements, as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by date of this Agreement, neither Parent the Company nor any Parent Company Subsidiary has any material liabilities or material obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities that, individually or in the aggregate, have not had or would are not reasonably be expected likely to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Company Subsidiaries is, or has at any time since January 1, 2009 been, is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
Sources: Merger Agreement (Championship Auto Racing Teams Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 2015 (such documents, together with any documents filed with or furnished to the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and 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 Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(fe) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(gf) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(hg) Since As of the date hereof, since January 1, 20092017, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of Parent, (yii) “material weakness” in the internal controls over financial reporting of Parent or (ziii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(ih) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 2017 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent Black & ▇▇▇▇▇▇ has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent Black & ▇▇▇▇▇▇ with the SEC since January 1, 2009 2008 (such documents, together with any documents filed with or furnished to the SEC during such period by Parent Black & ▇▇▇▇▇▇ on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Parent Black & ▇▇▇▇▇▇ SEC Documents”).
(b) Each Parent Black & ▇▇▇▇▇▇ SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Black & ▇▇▇▇▇▇ SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent Black & ▇▇▇▇▇▇ included in the Parent Black & ▇▇▇▇▇▇ SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent Black & ▇▇▇▇▇▇ and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent Neither Black & ▇▇▇▇▇▇ nor any Parent Black & ▇▇▇▇▇▇ Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Black & ▇▇▇▇▇▇ Material Adverse Effect.
(d) Each of the chief executive officer of Parent Black & ▇▇▇▇▇▇ and the chief financial officer of Parent Black & ▇▇▇▇▇▇ (or each former chief executive officer of Parent Black & ▇▇▇▇▇▇ and each former chief financial officer of ParentBlack & ▇▇▇▇▇▇, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Black & ▇▇▇▇▇▇ SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent Black & ▇▇▇▇▇▇ or any of the Parent Black & ▇▇▇▇▇▇ Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent Black & ▇▇▇▇▇▇ maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s Black & ▇▇▇▇▇▇’▇ properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent Black & ▇▇▇▇▇▇ are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent Black & ▇▇▇▇▇▇ in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of ParentBlack & ▇▇▇▇▇▇, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent Black & ▇▇▇▇▇▇ to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent Black & ▇▇▇▇▇▇ nor any of the Parent Black & ▇▇▇▇▇▇ 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 Parent Black & ▇▇▇▇▇▇ and any of the Parent Black & ▇▇▇▇▇▇ 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-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Black & ▇▇▇▇▇▇ or any of the Parent Black & ▇▇▇▇▇▇ Subsidiaries in Parent’s Black & ▇▇▇▇▇▇’▇ or such Parent Black & ▇▇▇▇▇▇ Subsidiary’s published financial statements or other Parent Black & ▇▇▇▇▇▇ SEC Documents.
(h) Since January 1, 2009, none of ParentBlack & ▇▇▇▇▇▇, Parent’s Black & ▇▇▇▇▇▇’▇ independent accountants, the Parent Black & ▇▇▇▇▇▇ Board or the audit committee of the Parent Black & ▇▇▇▇▇▇ Board has received any oral or written notification of any (xi) “significant deficiency” in the internal controls over financial reporting of ParentBlack & ▇▇▇▇▇▇, (yii) “material weakness” in the internal controls over financial reporting of Parent Black & ▇▇▇▇▇▇ or (ziii) fraud, whether or not material, that involves management or other employees of Parent Black & ▇▇▇▇▇▇ who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this AgreementBlack & ▇▇▇▇▇▇.
(i) None of the Parent Black & ▇▇▇▇▇▇ Subsidiaries is, or has at any time since January 1, 2009 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent Since January 1, 2018, the Company has filed and furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished or filed by Parent the Company with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary timely basis on a Current Report on Form 8-Kpursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, but excluding and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the Form S-4date of their filing, being collectively referred to as the “Parent Company SEC Documents”). As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review.
(b) Each Parent As of their respective SEC filing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and all rules and regulations promulgated by the Exchange Act or the Securities ActSEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreement, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of misleading (provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document).
(c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Company SEC Documents complied at the time it was when filed or to be included (i) complied, or will comply when filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were, or when filed will be, prepared in all material respects in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iii) fairly presented presented, or will present, in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company as of December 31September 30, 2010 (2019, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities the notes thereto, the “Company Balance Sheet”), the Company and obligations incurred in connection with the Company Subsidiary do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company or the Company Subsidiary is a party (other than to the extent arising from a breach thereof by the Company or the Company Subsidiary), (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that are not, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect material to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXCompany.
(e) Parent The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance that (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated relating to the management of Parent, as appropriate, Company and the Company Subsidiary is made known to allow timely decisions regarding required disclosure and to enable the chief Company’s principal executive officer and chief its principal financial officer of Parent to make by others within those entities, particularly during the certifications periods in which the periodic reports required under the Exchange Act with respect are being prepared and (ii) are effective in all material respects to such reports.
(g) Neither Parent nor any perform the functions for which they were established. From the date of the Parent 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 Parent and any filing of the Parent Subsidiaries, Company’s Annual Report 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 303(a) of Regulation SForm 10-K under for the Exchange Act))fiscal year ended December 31, where 2018 to the result, purpose or intended effect date of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountantsthis Agreement, the Parent Board or Company’s auditors have not identified to the audit committee of the Parent Company Board has received (i) any oral significant deficiencies or written notification of any (x) “significant deficiency” material weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, (y) “material weakness” in the internal controls over process, summarize and report financial reporting of Parent information or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of ParentNasdaq. For purposes The books and records of this Agreementthe Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent accurate and complete copies of the minutes of all meetings (and, in the case of the Company Board or any committee thereof, copies of all written consents) of stockholders, the terms “significant deficiency” Company Board and “material weakness” each committee thereof since January 31, 2017; provided that the Company shall have not be obligated to furnish to Parent any written consents or minutes for meetings or portions of meetings to the meanings assigned to them in Auditing Standard No. 5 of extent they discuss the Public Transactions or alternative transactions considered by the Company Accounting Oversight Board, as in effect on the date of this Agreement.
(if) None of The Company and the Parent Subsidiaries isCompany Subsidiary have not effected, entered into or has at created any time since January 1, 2009 been, subject to the reporting requirements of Section 13(asecuritization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) or 15(d) of Regulation S-K under the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.).
Appears in 1 contract
Sources: Merger Agreement (Dermira, Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 2017 (such documents, together with any documents filed with the SEC during such period by Parent the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent Company SEC Document (i) at the time filedfiled (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and 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 Parent Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment or supplement prior to the date of this Agreement, then at the time of such filing or amendmentamendment or supplement) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presented in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parentthe Company’s consolidated audited balance sheet as of December 31September 30, 2010 2017 (or the notes thereto) as (the “Balance Sheet”) included in the Filed Parent Company SEC Documents and Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Parent nor (iii) for liabilities and obligations that have been incurred in the ordinary course of business consistent with past practice in all material respects since June 30, 2017 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business consistent with past practice in all material respects, none of the Company or any Parent Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which are required to be recorded or reflected on a balance sheet, including the footnotes thereto, under GAAP, that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect. As of the date hereof, there are no (A) unconsolidated Subsidiaries of the Company, or (B) off-balance sheet arrangements to which the Company or any of the Company Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the Company SEC Documents or any obligations of the Company or any of the Company Subsidiaries to enter into any such arrangements.
(d) Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent the Company (or each former chief principal executive officer of Parent the Company and each former chief principal financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient reasonably designed to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, GAAP consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parentthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Company Subsidiaries is, or has at any time since January July 1, 2009 2016 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or timely filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January relating to periods commencing on or after September 1, 2009 1998 (such documentsreports, together with any schedules, forms, statements and other documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively hereinafter referred to as the “Parent "Company SEC Documents”").
(b) Each Parent . As of their respective dates, the Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time Company SEC Documents as of such filing or amendment) contain dates 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. Each of the The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles in the United States (“"GAAP”") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(cb) Except (i) as reflected or reserved against set forth in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as most recent financial statements included in the Filed Parent Company SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this AgreementDocuments, neither Parent nor any Parent Subsidiary the Company has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or which would be required to be reflected in the aggregateCompany's financial statements, have had and there is no existing condition, situation or would set of circumstances that could reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained result in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent a liability or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 obligation (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.claims,
Appears in 1 contract
Sources: Merger Agreement (Usx Corp)
SEC Documents; Undisclosed Liabilities. (a) Parent Seller has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent Seller with the SEC since January 1, 2009 2006 pursuant to Sections 13(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent "Seller SEC Documents”").
(b) Each Parent As of its respective date, each Seller SEC Document (i) at the time filed, complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Seller SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to on the date of this Agreement, then at the time of such filing or amendment) filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Seller SEC Document has been revised or superseded by a later filed Seller SEC Document, none of the Seller SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent Seller included in the Parent Seller SEC Documents complied at (the time it was filed "Seller 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, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) US GAAP (except, in the case of unaudited 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 on that basis fairly presented in all material respects present the consolidated financial position of Parent Seller and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet As of the date hereof, neither Seller nor any Seller Subsidiary has, and as of December 31, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this AgreementClosing Date, neither Parent Seller nor any Parent Seller Subsidiary has will have, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by US GAAP to be set forth on a consolidated balance sheet of Seller and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would could reasonably be expected to have a Parent Seller Material Adverse Effect, other than those liabilities or obligations set forth on the latest dated balance sheet included in the Seller Financial Statement, and other liabilities or obligations of similar character incurred since the date of such balance sheet in the ordinary course of business.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with With respect to the Parent each Seller SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent Document that is a report on Form 10-K or any of the Parent Subsidiaries has outstanding, 10-Q or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.an amendment thereto:
(e1) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent Seller (the "Certifying Seller Officers") reviewed such report or amendment prior to its filing with the SEC;
(2) based on the best knowledge of the Certifying Seller Officers, such report or amendment does not contain any untrue statement of any material fact or omit to state a material fact necessary to make the certifications required statements made, in light of the circumstances under the Exchange Act which such statements were made, not misleading with respect to the period covered by such reports.report or amendment;
(g3) Neither Parent nor any based on the best knowledge of the Parent Subsidiaries is a party toCertifying Seller Officers, 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 Parent and any of the Parent Subsidiaries, on the one handfinancial statements, and any unconsolidated Affiliateother financial information included in such report or amendment, including any structured financefairly present in all material respects the financial condition, special purpose results of operations and cash flows of Seller as of, and for, the periods presented in such report or limited purpose entity or Person, on amendment;
(4) the other hand, or any “off-balance-sheet arrangements” Certifying Seller Officers are responsible for establishing and maintaining disclosure controls and procedures (as such terms are defined in Item 303(aRule 13a-14(c) of Regulation S-K under the Exchange Act))) for Seller and have: (A) designed such disclosure controls and procedures to ensure that material information relating to Seller, where including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the resultperiod in which such report or amendment was being prepared, purpose or intended effect (B) evaluated the effectiveness of Seller's disclosure controls and procedures as of a date within 90 days prior to the filing date of such Contract is to avoid report or amendment and (C) presented in such report or amendment their conclusions about the effectiveness of Seller's disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.controls and procedures;
(h5) Since January 1the Certifying Seller Officers have disclosed, 2009based on their most recent evaluation, none of Parent, Parent’s independent accountants, the Parent Board or to Seller's auditors and the audit committee of the Parent Board has received any oral or written notification of any Seller Board: (xi) “all significant deficiency” deficiencies in the design or operation of internal controls over which adversely affected Seller's ability to record, process, summarize and report financial reporting of Parent, (y) “data and have identified to Seller's auditors any material weakness” weaknesses in the Seller's internal controls over financial reporting of Parent or and (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in Seller's internal controls;
(6) the Certifying Seller Officers have indicated in such report or amendment whether or not significant changes in internal controls over financial reporting or in other factors could significantly affect internal controls subsequent to the date of Parent. For purposes their most recent evaluation, including any corrective action with respect to significant deficiencies and material weaknesses; and
(7) the Seller Disclosure Letter summarizes all matters disclosed by the Certifying Seller Officers in accordance with clause (5) above.
(e) To the best knowledge of this AgreementSeller, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 effectiveness of the Public Company Accounting Oversight Boardany additional SEC disclosure requirement that, as in effect on of the date of this Agreement, has been formally proposed that is not yet in effect is not expected by Seller to lead to any material change in Seller's disclosures as set forth in the Filed Seller SEC Documents.
(if) None of the Parent Subsidiaries No Seller Subsidiary is, or has at any time since January 1, 2009 2005 been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc..
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent Since January 1, 2022, the Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary timely basis on a Current Report on Form 8-Kpursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, but excluding and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the Form S-4date of their filing and prior to the date hereof, being collectively referred to as the “Parent Company SEC Documents”). As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review.
(b) Each Parent As of their respective SEC filing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and all rules and regulations promulgated by the Exchange Act or the Securities ActSEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this AgreementAgreement Date, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each ; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document; provided, further, that no representation is made as to the accuracy of the any forward-looking statements.
(c) The audited annual consolidated financial statements and the unaudited quarterly condensed consolidated financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Company SEC Documents when filed: (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was ; (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly condensed consolidated financial statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto); and (iii) and fairly presented in all material respects the consolidated or condensed financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated or condensed results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly condensed consolidated financial statements, to normal and recurring year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the condensed consolidated audited balance sheet of the Company as of December 31, 2010 (2024, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreementthe notes thereto, the “Company Balance Sheet”), neither Parent the Company nor its subsidiaries have any Parent Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that, individually other than: (i) liabilities or obligations incurred in the aggregateordinary course of business since the date of the Company Balance Sheet; (ii) liabilities that are executory performance obligations arising under Contracts to which the Company is a party (other than to the extent arising from a breach thereof by the Company); and (iii) liabilities or obligations incurred in connection with the Transactions or the Wind-Down Process. As of the Agreement Date, neither the Company nor its subsidiaries have had taken any actions that: (i) have resulted or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each result in any obligations or liabilities of the chief executive officer of Parent and Company or its subsidiaries after the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of ParentMerger Closing, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect except to the Parent SEC Documents, and extent that such obligations or liabilities are reflected in the statements contained in such certifications are true and accurate. For purposes calculation of Closing Net Cash or expressly contemplated by this Agreement, “chief executive officer” and “chief financial officer” shall have ; or (ii) were intended to manipulate any element of the meanings given calculation of Closing Net Cash in a manner adverse to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXMerger Sub.
(e) Parent The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance that: (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated relating to the management of Parent, as appropriate, Company and its subsidiaries are made known to allow timely decisions regarding required disclosure and to enable the chief Company’s principal executive officer and chief its principal financial officer of Parent to make by others within those entities, particularly during the certifications periods in which the periodic reports required under the Exchange Act with respect are being prepared; and (ii) are effective in all material respects to such reports.
(g) Neither Parent nor any perform the functions for which they were established. From the date of the Parent 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 Parent and any filing of the Parent Subsidiaries, Company’s Annual Report 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 303(a) of Regulation SForm 10-K under for the Exchange Act))fiscal year ended December 31, where 2024 to the resultAgreement Date, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of neither the Parent Subsidiaries in ParentCompany nor the Company’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any auditors have identified: (x) “any significant deficiency” deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (y) “material weakness” in the internal controls over financial reporting of Parent or (z) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of ParentNasdaq. For purposes of this Agreement, the terms “significant deficiency” The books and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 records of the Public Company Accounting Oversight Boardhave been, as and are being, maintained in effect on the date of this Agreement.
(i) None all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent accurate and complete copies of the Parent Subsidiaries is, minutes (or has at any time drafts thereof requiring final approval) of all meetings and written consents of the Company Board and each committee thereof since January 1, 2009 been, subject 2022 through the Measurement Date; provided that the Company shall not be obligated to furnish to Parent any minutes for portions of meetings to the reporting requirements of Section 13(aextent they discuss the Transactions or alternative transactions considered by the Company Board or a committee thereof.
(f) Neither the Company or 15(dits subsidiaries have effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(b) of Regulation S-K under the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.).
Appears in 1 contract
Sources: Merger Agreement (Allakos Inc.)
SEC Documents; Undisclosed Liabilities. (a) Parent 4.6.1 For all periods subsequent to January 1, 2000, Xtrana has furnished or filed all reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (including exhibits or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and Xtrana has delivered or made available to AIC all reports, schedules, forms, statements and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by Parent on reference therein, the "XTRANA SEC DOCUMENTS"). As of their respective dates (or, if amended, supplemented or superseded by a voluntary basis on a Current Report on Form 8-Kfiling prior to the date hereof, but excluding then as of the Form S-4date of such amendment, being collectively referred to as supplement or superseding filing) the “Parent Xtrana SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange 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 Parent Xtrana SEC Document Documents, and none of the Xtrana SEC Documents (iiincluding any and all consolidated financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain date 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. Each of the The consolidated financial statements of Parent Xtrana included in the Parent such Xtrana SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects and accurately present the consolidated financial position of Parent and its consolidated Subsidiaries Xtrana as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Xtrana's independent accountants).
(c) . Except (i) as reflected or reserved against set forth in Parent’s consolidated audited balance sheet as the Xtrana SEC Documents, at the date of December 31, 2010 (or the notes thereto) as most recent financial statements of Xtrana included in the Filed Parent Xtrana SEC Documents Documents, Xtrana did not have, and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreementsince such date Xtrana has not incurred, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually except for liabilities and obligations that have been incurred since the date of the most recent balance sheet included in the Xtrana Financial Statements in the ordinary course of business and are not (singly or in the aggregate, have had or would reasonably be expected ) material to have a Parent Material Adverse EffectXtrana's business.
4.6.2 The Xtrana SEC Documents include all certifications and statements required of it, if any, by (di) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act Act, and Sections 302 and (ii) 18 U.S.C. Section 1350 (Section 906 of SOX with respect the Sarbanes-Oxley Act of 2002), and each of such certifications an▇ ▇▇▇▇▇▇▇▇▇▇ contain no qualifications or exceptions to the Parent matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Xtrana nor any of its officers has received any notice from the SEC Documentsor any other Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements.
4.6.3 Xtrana is in compliance in all material respects with all of the provisions of the Sarbanes-Oxley Act of 2002, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) provisions of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits Act a▇▇ ▇▇▇ ▇▇▇▇▇▇▇ies Act relating thereto which under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms terms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 provisions (including any Contract or arrangement relating the dates by which such compliance is required) have become applicable to any transaction or relationship between or among Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC DocumentsXtrana.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Merger Agreement (Xtrana Inc)
SEC Documents; Undisclosed Liabilities. (a) Parent Since June 30, 2011, the Company has filed with or furnished or filed to the SEC all required reports, schedules, formsforms and registration statements (collectively, statements and in each case including all exhibits, schedules, and amendments thereto and other documents (including exhibits and other information incorporated by reference therein) required to be furnished or filed by Parent with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent . As of their respective dates, the SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of the ▇Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOXS▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and 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 Parent SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain 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 light of the circumstances under which they were made, not misleading. Each None of the Company’s Subsidiaries is, or at any time since June 30, 2011, has been, required to file any forms, reports or other documents with the SEC. The Company has previously delivered (except to the extent such filings are publicly available on the E▇▇▇▇ system) to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by the Company with the SEC since June 30, 2011, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof. There are no outstanding or unresolved comments from any comment letters received by the Company from the SEC relating to reports, statements, schedules, registration statements or other filings filed by the Company with the SEC. To the Knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC.
(b) The consolidated financial statements of Parent the Company included in the Parent SEC Documents complied at (the time it was filed “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, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (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 otherwise in the notes thereto) and fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as set forth on Section 3.5(b) of the Company Disclosure Schedule, since June 30, 2011, the Company has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the SEC.
(c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31Since June 30, 2010 (or the notes thereto) as included in the Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement2013, neither Parent the Company nor any Parent Subsidiary of its consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether due or to become due) thatof the type required to be disclosed on a balance sheet prepared in accordance with GAAP except (i) as and to the extent set forth on the audited balance sheet of the Company and its consolidated Subsidiaries as of June 30, 2013, (including the notes thereto) included in the SEC Documents, (ii) as incurred after June 30, 2013, in the ordinary course of business and consistent with past practice, (iii) as described in the Company’s quarterly reports on Form 10-Q, definitive proxy statements, and Current Reports on Form 8-K filed between June 30, 2013 and the date hereof (the “Recent SEC Documents”), (iv) liabilities incurred in connection with the negotiation, execution and delivery of this Agreement or (v) as would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is, or has been at any time since June 30, 2011, a party to any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K of the Exchange Act) or any similar arrangements where the result, purpose or effect is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the SEC Documents or the SEC Financial Statements.
(d) Each The Company has not filed any report with the SEC, NASDAQ, or any other securities regulatory authority or any securities exchange or other self-regulatory authority that, as of the chief date of this Agreement, remains confidential.
(e) The principal executive officer of Parent Company and the chief principal financial officer of Parent Company (or each former chief executive officer of Parent and each former chief principal executive officer or principal financial officer of Parent, as applicableCompany) has have made all applicable the certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents, and the statements contained in Documents filed since such certifications are have been required and such filings were true and accuratecorrect in all material respects when made. Nothing has come to the attention of the principal executive officer or principal financial officer of the Company that would preclude each of them from being able to make the certifications in the Company’s next periodic report (Form 10-K or Form 10-Q) due after the date hereof. For purposes of this Agreementsection, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOXthe S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. None of Parent or Since June 30, 2011, neither the Company nor any of the Parent its Subsidiaries has outstanding, or has arranged any outstanding, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “Company has implemented and maintains disclosure controls and procedures” (as defined in Rules 13a-15(e) procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and 15d-15(e) Section 404 of the Exchange ActS▇▇▇▇▇▇▇-▇▇▇▇▇ Act which (i) utilized by Parent are reasonably designed effective to ensure that all material information (both financial concerning the Company and non-financial) required its Subsidiaries is made known on a timely basis to be disclosed by Parent in the reports that it files or submits under individuals responsible for the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms preparation of Company’s filings with the SEC and other public disclosure documents; and (ii) ensures that all such material information required to be disclosed is accumulated and communicated to the Company’s management of Parent, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent Subsidiaries is a party todisclosure. The Company has disclosed, 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 Parent and any of the Parent Subsidiaries, based 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect its most recent evaluation of such Contract is disclosure controls and procedures prior to avoid disclosure of any material transaction involvingthe date hereof, or material liabilities of, Parent or any of to the Parent Subsidiaries in ParentCompany’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or auditors and the audit committee of the Parent Board has received any oral or written notification of any the Company (x) “any significant deficiency” deficiencies and material weaknesses in the design or operation of internal controls over financial reporting of Parentthat are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (y) “material weakness” in the internal controls over financial reporting of Parent or (z) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreementreporting.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent Since September 17, 2021, the Company has furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary timely basis on a Current Report on Form 8-Kpursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, but excluding and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the Form S-4date of their filing and prior to the date hereof, being collectively referred to as the “Parent Company SEC Documents”). As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review.
(b) Each Parent As of their respective SEC filing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and all rules and regulations promulgated by the Exchange Act or the Securities ActSEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this AgreementAgreement Date, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each ; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document; provided, further, that no representation is made as to the accuracy of the any forward-looking statements.
(c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Company SEC Documents when filed (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company as of December March 31, 2010 (2023, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities the notes thereto, the “Company Balance Sheet”), the Company and obligations incurred in connection with the Company Subsidiaries do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company or either Company Subsidiary is a party (other than to the extent arising from a breach thereof by the Company or either Company Subsidiary), (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance that (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated relating to the management of Parent, as appropriate, Company and the Company Subsidiaries is made known to allow timely decisions regarding required disclosure and to enable the chief Company’s principal executive officer and chief its principal financial officer of Parent to make by others within those entities, particularly during the certifications periods in which the periodic reports required under the Exchange Act with respect are being prepared and (ii) are effective in all material respects to such reports.
(g) Neither Parent nor any perform the functions for which they were established. From the date of the Parent 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 Parent and any filing of the Parent Subsidiaries, Company’s Annual Report 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 303(a) of Regulation SForm 10-K under for the Exchange Act))fiscal year ended December 31, where 2022 to the resultAgreement Date, purpose or intended effect of such Contract is to avoid disclosure of neither the Company nor the Company’s auditors have identified (i) any material transaction involving, significant deficiencies or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, (y) “material weakness” in the internal controls over process, summarize and report financial reporting of Parent information or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of ParentNasdaq. For purposes of this Agreement, the terms “significant deficiency” The books and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 records of the Public Company Accounting Oversight Boardhave been, as and are being, maintained in effect on the date of this Agreement.
(i) None all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent accurate and complete copies of the Parent Subsidiaries is, or has at any time minutes of all meetings and written consents of the Company Board and each committee thereof since January 1, 2009 been2021 through May 1, subject 2023; provided that the Company shall not be obligated to furnish to Parent any minutes for portions of meetings to the reporting requirements of Section 13(aextent they discuss the Transactions or alternative transactions considered by the Company Board.
(f) The Company and the Company Subsidiaries have not effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) or 15(d) of Regulation S-K under the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.).
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent Since January 1, 2017, the Company has filed and furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished or filed by Parent the Company with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary timely basis on a Current Report on Form 8-Kpursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, but excluding and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the Form S-4date of their filing, being collectively referred to as the “Parent Company SEC Documents”). As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review.
(b) Each Parent As of their respective SEC filing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and all rules and regulations promulgated by the Exchange Act or the Securities ActSEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreement, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of misleading (provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document).
(c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Company SEC Documents complied at the time it was when filed or to be included (i) complied, or will comply when filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were, or when filed will be, prepared in all material respects in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iii) fairly presented presented, or will present, in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company as of December 31September 30, 2010 (2018, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities the notes thereto, the “Company Balance Sheet”), the Company and obligations incurred in connection with the Company Subsidiary do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company or the Company Subsidiary is a party (other than to the extent arising from a breach thereof by the Company or the Company Subsidiary), (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that are not, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect material to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXCompany.
(e) Parent The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance that (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated relating to the management of Parent, as appropriate, Company and the Company Subsidiary is made known to allow timely decisions regarding required disclosure and to enable the chief Company’s principal executive officer and chief its principal financial officer of Parent to make by others within those entities, particularly during the certifications periods in which the periodic reports required under the Exchange Act with respect are being prepared and (ii) are effective in all material respects to such reports.
(g) Neither Parent nor any perform the functions for which they were established. From the date of the Parent 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 Parent and any filing of the Parent Subsidiaries, Company’s Annual Report 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 303(a) of Regulation SForm 10-K under for the Exchange Act))fiscal year ended December 31, where 2017 to the result, purpose or intended effect date of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountantsthis Agreement, the Parent Board or Company’s auditors have not identified to the audit committee of the Parent Company Board has received (i) any oral significant deficiencies or written notification of any (x) “significant deficiency” material weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, (y) “material weakness” in the internal controls over process, summarize and report financial reporting of Parent information or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of ParentNasdaq. For purposes The books and records of this Agreementthe Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent accurate and complete copies of the minutes of all meetings (and, in the case of the Company Board or any committee thereof, copies of all written consents) of stockholders, the terms “significant deficiency” Company Board and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time each committee thereof since January 1, 2009 been, subject 2017; provided that the Company shall not be obligated to furnish to Parent any written consents or minutes for meetings or portions of meetings to the reporting requirements of Section 13(aextent they discuss the Transactions or alternative transactions considered by the Company Board.
(f) The Company and the Company Subsidiary have not effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) or 15(d) of Regulation S-K under the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.).
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or Since ________________, -------------------------------------- the Company and its subsidiaries have filed with the Commission all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) the ("SEC Documents") required to be furnished or ------------- filed by Parent with under the Securities Act and the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). As of their respective dates, the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”).
(b) Each Parent SEC Document (i) at the time filed, Documents complied in all ------------ material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange 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 Parent SEC Documents. Except to the extent that information contained in any SEC Document and (ii) did not at the time it was filed (or if amended has been revised or superseded by a filing or amendment prior to later filed SEC Document, none of the date of this Agreement, then at the time of such filing or amendment) contain SEC Documents when filed 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. Each of the consolidated The financial statements of Parent the Company and its subsidiaries included in the Parent SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECCommission) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).
(c) . Except for liabilities (i) as reflected in such financial statements or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto, (ii) as incurred in the ordinary course of business consistent with past practice since the date of the most recent audited financial statements included in the Filed Parent SEC Documents and Documents, or (iiiii) for liabilities and obligations incurred in connection with this Agreement or the transactions contemplated by this Agreementhereby, neither Parent the Company nor any Parent Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, absolute, contingent or otherwise) thatof any nature which, individually or in the aggregate, have had or would could reasonably be expected to have a Parent Material Adverse Effect.
(d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent Subsidiaries, Effect on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose Company or limited purpose entity or Person, on the other hand, or any “off-balance-sheet arrangements” (its subsidiaries taken as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documentsa whole.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.
Appears in 1 contract
Sources: Securities Purchase Agreement (Telecorp Tritel Holding Co)
SEC Documents; Undisclosed Liabilities. (a) Parent During the past three (3) years, Sun has filed or furnished or filed all reportsforms, statements, schedules, forms, statements documents and other documents (including exhibits and other information incorporated therein) reports required to be filed or furnished or filed by Parent it with the SEC since January 1, 2009 (such documentsforms, together with any statements, schedules, documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-Kand reports, but excluding the Form S-4, being collectively referred to as the “Parent Sun SEC Documents”).
(b) Each Parent of the Sun SEC Document Documents (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) or the time at which it became effective, as the case may be, complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) SOX and the Exchange Act or the Securities ActAct or the Israeli Securities Law (where applicable), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Sun SEC Document Document; and (ii) did not at the time it was filed (or or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then on the date of such filing) or at the time of such filing or amendment) at which it became effective, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of Parent Sun included in the Parent Sun SEC Documents complied complied, at the time it was filed they were filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent Sun and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date Sun countersigns this Agreement, (i) there are no outstanding unresolved comments with respect to Sun or the Sun SEC Documents filed with the SEC or ISA noted in comment letters or, to the Knowledge of Sun, other correspondence received by ▇▇▇ or its attorneys from the SEC or ISA and (ii) to the Knowledge of Sun, there are no pending formal or informal investigations of Sun by the SEC or ISA. Sun is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ.
(c) Except (i) as reflected or reserved against in ParentSun’s consolidated audited balance sheet as of December March 31, 2010 2023 (or the notes thereto) as included in the Filed Parent Sun SEC Documents and Documents; (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 2023 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate, have not had or would not reasonably be expected to be material to Sun and the Sun Subsidiaries, taken as a whole, neither Parent Sun nor any Parent Sun Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect).
(d) Each Neither Sun nor any of the chief executive officer Sun Subsidiaries is a party to, or has any commitment to become a party to, (i) 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 Sun and any of Parent the Sun Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the chief financial officer other hand, or (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 Regulation S-K under the Exchange Act and Sections 302 and 906 Act)), where the purpose or intended effect of SOX with respect such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Sun or any of the Parent Sun Subsidiaries in Sun’s or such Sun Subsidiary’s published financial statements or the Sun SEC DocumentsDocument.
(e) Since March 31, and 2023, none of Sun, ▇▇▇’s independent accountants, or the statements contained Sun Board (or the audit committee of the Sun Board) has received any oral or written notification of any (i) “significant deficiency” in such certifications are true and accuratethe internal controls over financial reporting of Sun, (ii) “material weakness” in the internal controls over financial reporting of Sun or (iii) fraud, whether or not material, that involves management or other employees of Sun who have a significant role in the internal controls over financial reporting of Sun. For purposes of this Agreement, the terms “chief executive officersignificant deficiency” and “chief financial officermaterial weakness” shall have the meanings given assigned to such terms them in SOXAuditing Standard No. None of Parent or any 5 of the Parent Subsidiaries has outstandingPublic Company Accounting Oversight Board, or has arranged any outstanding, “extensions of credit” to directors or executive officers within as in effect on the meaning of Section 402 of SOXdate Sun countersigns this Agreement.
(ef) Parent Sun maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Sun’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions ▇▇▇’s receipts and expenditures are executed being made only in accordance with the authorization authorizations of Sun’s management and directors; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentSun’s properties assets that could have a material effect on Sun’s financial statements. Except as described in the Sun SEC Documents, (1) as of March 31, 2023, there were no material weaknesses in Sun’s internal control over financial reporting (whether or assetsnot remediated) and (2) since March 31, 2023, there has been no change in Sun’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Sun’s internal control over financial reporting.
(fg) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent Sun are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent Sun in the reports that it files or submits 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 required to be disclosed is accumulated and communicated to the management of ParentSun, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent Sun to make the certifications required under the Exchange Act with respect to such reports.
(gh) Neither Parent nor any Sun has made available to Trident or its advisors true and complete copies of all written comment letters from the staff of the Parent Subsidiaries is a party to, or has any commitment SEC during the last three (3) years prior to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement the date Sun countersigns this Agreement relating to any transaction or relationship between or among Parent the Sun SEC Documents and any all written responses of Sun thereto through the date Sun countersigns this Agreement other than with respect to requests for confidential treatment. To the Knowledge of Sun, as of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of date Sun countersigns this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(i) None of the Parent Subsidiaries is, there are no SEC inquiries or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actinvestigations, other than Qwest Corporation andgovernmental inquiries or investigations or internal investigations pending or threatened, until April 14, 2011, Qwest Communications International Inc.in each case regarding any accounting practices of Sun.
Appears in 1 contract
Sources: Merger Agreement (3d Systems Corp)
SEC Documents; Undisclosed Liabilities. (a) Parent Since December 31, 2021, the Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent the Company with the SEC since January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary timely basis on a Current Report on Form 8-Kpursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, but excluding and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the Form S-4date of their filing and prior to the date hereof, being collectively referred to as the “Parent Company SEC Documents”). As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review.
(b) Each Parent As of their respective SEC filing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the ▇Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), or the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and all rules and regulations promulgated by the Exchange Act or the Securities ActSEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this AgreementAgreement Date, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each ; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document; provided, further, that no representation is made as to the accuracy of the any forward-looking statements.
(c) The audited annual consolidated financial statements and the unaudited quarterly condensed consolidated financial statements (including, in each case, the notes thereto) of Parent the Company included or incorporated by reference in the Parent Company SEC Documents when filed (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly condensed consolidated financial statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iii) fairly presented in all material respects the consolidated or condensed financial position of Parent and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated or condensed results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly condensed consolidated financial statements, to normal and recurring year-end audit adjustments).
(cd) Except (i) as reflected or reserved against in Parent’s the condensed consolidated audited balance sheet of the Company as of December 31September 30, 2010 (2023, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreementthe notes thereto, the “Company Balance Sheet”), neither Parent the Company nor its subsidiaries have any Parent Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that, individually other than (i) liabilities or obligations incurred in the aggregateordinary course of business since the date of the Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company is a party (other than to the extent arising from a breach thereof by the Company), and (iii) liabilities or obligations incurred in connection with the Transactions or the Wind-Down Process. As of the Agreement Date, neither the Company nor its subsidiaries have had taken any actions that (i) have resulted or would reasonably be expected to have a Parent Material Adverse Effect.
(d) Each result in any obligations or liabilities of the chief executive officer of Parent and Company or its subsidiaries after the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of ParentMerger Closing, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect except to the Parent SEC Documents, and extent that such obligations or liabilities are reflected in the statements contained calculation of Closing Net Cash or expressly contemplated by this Agreement or (ii) were intended to manipulate any element of the calculation of Closing Net Cash in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given a manner adverse to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXMerger Sub.
(e) Parent The Company has established and maintains a system of “internal control over financial reporting” disclosure controls and procedures (as defined in Rules 13a-15(f) 13a-15 and 15d-15(f) of 15d-15 under the Exchange Act) sufficient to provide reasonable assurance that (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated relating to the management of Parent, as appropriate, Company and its subsidiaries are made known to allow timely decisions regarding required disclosure and to enable the chief Company’s principal executive officer and chief its principal financial officer of Parent to make by others within those entities, particularly during the certifications periods in which the periodic reports required under the Exchange Act with respect are being prepared and (ii) are effective in all material respects to such reports.
(g) Neither Parent nor any perform the functions for which they were established. From the date of the Parent 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 Parent and any filing of the Parent Subsidiaries, Company’s Annual Report 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 303(a) of Regulation SForm 10-K under for the Exchange Act))fiscal year ended December 31, where 2022 to the resultAgreement Date, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of neither the Parent Subsidiaries in ParentCompany nor the Company’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any auditors have identified (x) “any significant deficiency” deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting of Parentthat are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (y) “material weakness” in the internal controls over financial reporting of Parent or (z) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of ParentNasdaq. For purposes of this Agreement, the terms “significant deficiency” The books and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 records of the Public Company Accounting Oversight Boardhave been, as and are being, maintained in effect on all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent accurate and complete copies of the date minutes (or drafts thereof requiring final approval) of this Agreementall meetings and written consents of the Company Board and each committee thereof since December 31, 2021 through the Measurement Date; provided that the Company shall not be obligated to furnish to Parent any minutes for portions of meetings to the extent they discuss the Transactions or alternative transactions considered by the Company Board or a committee thereof.
(if) None of Neither the Parent Subsidiaries isCompany or its subsidiaries have effected, entered into or has at created any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) securitization transaction or 15(d“off-balance sheet arrangement” (as defined in Item 303(b) of Regulation S-K under the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.).
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) Parent The Company has furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed pursuant to Sections 13(a) and 15(d) of the Exchange Act by Parent the Company with the SEC since January 1, 2009 2015 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent Company SEC Documents”).
(b) Each Parent As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange 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 Parent Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreementhereof, then at the time of such filing or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the .
(c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of Parent the Company included in the Parent Company SEC Documents when filed (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes).
(cd) Except (i) as reflected or reserved against in Parent’s the consolidated audited balance sheet of the Company, as of December 31, 2010 (2015, or the notes thereto) as , included in the Filed Parent Company SEC Documents (such balance sheet and (ii) for liabilities the notes thereto, the “Company Balance Sheet”), the Company and obligations incurred in connection with the Company Subsidiaries do not have any liability or contemplated by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations incurred in connection with the Transactions and (iii) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Parent Company Material Adverse Effect.
(de) Each The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, Exchange Act) as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 13a-15 under the Exchange Act and Sections 302 and 906 Act. From the date of SOX with respect the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes date of this Agreement, “chief executive officer” and “chief financial officer” shall the Company’s auditors have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits 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 required to be disclosed is accumulated and communicated not identified to the management of Parent, as appropriate, Company or to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports.
(g) Neither Parent nor any of the Parent 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 Parent and any of the Parent 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 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents.
(h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board Company Board, and the Company has received not identified to the audit committee of the Company Board, (i) any oral significant deficiencies or written notification of any (x) “significant deficiency” material weaknesses in the design or operation of internal controls control over financial reporting of Parentwhich are reasonably likely to adversely affect the Company’s ability to record, (y) “material weakness” in the internal controls over process, summarize and report financial reporting of Parent information or (zii) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the Company’s internal controls control over financial reporting of Parentreporting. For purposes of this Agreement, To the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 knowledge of the Public Company Accounting Oversight BoardCompany, as in effect on of the date of this Agreement.
(i) None hereof, none of the Parent Subsidiaries is, Company SEC Documents is the subject of ongoing SEC review or has at outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other than Qwest Corporation and, until April 14, 2011, Qwest Communications International Inc.Company SEC Documents.
Appears in 1 contract