SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed, 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thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or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 the Company included in the 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 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 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 the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any 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 Company Material Adverse Effect. (d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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. (g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents. (h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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. (i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Martin Marietta Materials Inc), Merger Agreement (Texas Industries Inc), Merger Agreement (Martin Marietta Materials Inc)
SEC Documents; Undisclosed Liabilities. (a) 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 with the SEC by the Company with the SEC since January 1, 2012 2019 (such documents, together with any the documents filed with the SEC during such period by 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 in this Section 5.07(a) being referred to collectively as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of SOX 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 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 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 the Company included in the 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 GAAP 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 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).
(c) . Except (i) as reflected or reserved against set forth in the Company’s consolidated audited Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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.
(ec) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Brookfield Renewable Partners L.P.), Agreement and Plan of Reorganization (TerraForm Power, Inc.), Agreement and Plan of Reorganization (TerraForm Power, Inc.)
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each since January 1, 2021 and prior to the date of this Agreement. As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of SOX and the Exchange Act, the Securities Act or the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and, except to the extent that information contained in such Company SEC Document and (ii) did not at the time it was filed (or if amended has been revised, amended, modified or superseded by a filing or amendment (prior to the date of this Agreement) by a later filed Company SEC Document, 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 the light of the circumstances under which they were made, not misleading. Each of the consolidated .
(b) The financial statements of the Company included in filed with the Company SEC Documents complied at (the time it was filed “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. The Company Financial Statements fairly present the financial condition and the results of operations, was cash flows and changes in stockholders’ equity of the Company as of the respective dates of and for the periods referred to in the Company Financial Statements, all in accordance with GAAP. The Company Financial Statements: (i) have been prepared from the books and records of the Company in accordance with GAAP consistently applied during the periods covered thereby (exceptexcept as otherwise disclosed therein and, in the case of unaudited statements, interim financial statements as may be permitted by the SEC for Quarterly Reports on Form 10-Q of the SECQ); (ii) applied on a consistent basis during the periods involved are complete and correct in all material respects; and (except as may be indicated in the notes theretoiii) and fairly presented present in all material respects the consolidated financial position condition and the results of operations, cash flows and changes in stockholders’ equity of the Company and its consolidated Subsidiaries as of the respective dates thereof of and the consolidated results of their operations and cash flows for the periods shown (subject, referred to in the case Company Financial Statements. The books and records of unaudited statementsthe Company are true and complete in all material respects, to normal year-end audit adjustments)have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described.
(c) Except The Company has no liabilities or obligations of a nature required by GAAP to be reflected on a balance sheet of the Company or in the notes thereto, except (i) as disclosed, reflected or reserved against in the Company’s consolidated audited most recent balance sheet as of May 31, 2013 (included in the Company Financial Statements or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations arising pursuant to this Agreement or the Ancillary Agreements or incurred since May 31in connection with the Transactions, 2013 in the ordinary course of business and or (iii) for liabilities fees and obligations expenses payable to any accountant, outside legal counsel or financial advisor which are incurred in connection with the negotiation of this Agreement or the consummation of the Transactions. This representation shall not be deemed breached as permitted by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations a result of any nature (whether accrued, absolute, contingent or otherwise) that, individually changes in GAAP or in Law after the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectdate hereof.
(d) Each of the chief executive officer of the The Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documentsmaintains, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries at all times since June 5, 2020, has outstandingmaintained, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) The Company maintains a system of “internal control over financial reporting” reporting (as defined in Rules 13a-15(f) and 15d-15(f) of Rule 13a-15 under the Exchange Act) sufficient reasonably designed 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 assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures are executed being made only in accordance with the authorization authorizations of management and the Company Board; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s properties or assetsmanagement has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) for the year ended December 31, 2022, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective.
(fe) The “Company maintains, and at all times since June 5, 2020, has maintained disclosure controls and procedures” (procedures as defined in Rules 13a-15(e) and 15d-15(e) of required by Rule 13a-15 or 15d-15 under the Exchange Act) utilized by the Company Act that are reasonably designed to ensure that all information required to be disclosed (both financial and non-financial) required to be disclosed by the Company in the Company’s 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 Company’s management of the Company, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief principal executive officer of the Company and chief the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the Nasdaq.
(g) Neither Except for matters resolved prior to the Company nor any date hereof, since June 5, 2020, (i) none of the Company Subsidiaries or any of its directors or officers, nor, to the Knowledge of the Company, any of its employees, auditors, accountants or other Representatives has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practice, except as would not, individually or in the aggregate, reasonably be expected to be material to the preparation or accuracy of the Company’s financial statements and (ii) the Company has not had any “material weakness” or “significant deficiency” that has not been resolved to the satisfaction of the Company’s auditors.
(h) The Company is not a party to, or and has any no commitment to become a party to, : (i) any joint venture, off-balance sheet partnership partnership, or any similar Contract or arrangement (including any such Contract or arrangement relating to any such transaction or relationship between or among the Company and any of the Company SubsidiariesCompany, on the one hand, and any unconsolidated Affiliateother Person, including any structured finance, special purpose 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 promulgated by the Exchange ActSEC)).
(i) Since June 5, where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, 2020: (i) neither the Company nor any director or any officer of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in complaint, allegation, assertion, or claim regarding the financial accounting, internal controls over financial reporting of the Companyaccounting controls, (y) “material weakness” in the internal controls over financial reporting or auditing practices, procedures, methodologies, or methods of the Company or any oral or written complaint, allegation, assertion, or claim from employees of the Company regarding questionable financial accounting or auditing matters with respect to the Company; and (zii) fraudno attorney representing the Company, whether or not materialemployed by the Company, that involves management has reported credible evidence of any material violation of securities Laws, breach of fiduciary duty, or other employees of similar material violation by the Company who have a significant role in or any of its officers, directors, employees, or agents to the internal controls over Company Board or any committee thereof, or to the chief executive officer, chief financial reporting officer, or general counsel of the Company.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Applied Molecular Transport Inc.), Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Cyclo Therapeutics, Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Seller has filed with the SEC the Seller's registration statement on Form SB-2 (the "Company has furnished or filed SB-2), which became effective on August 9, 1995 (the "Seller's SB-2 Effective Date"), and all required reports, schedules, forms, statements and other documents since the Seller's SB-2 Effective Date (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with such Form SB-2 registration statement, the SEC during such period by 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 “Company "Seller SEC Documents”").
(b) Each Company . As of their respective dates, the Seller SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of SOX and the Securities Act, or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations none of the Seller SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was 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 .
(b) As of their respective dates, the consolidated financial statements of the Company Seller included in the Company Seller 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 were prepared in accordance with GAAP generally accepted accounting principles (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 present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries Seller 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) Attached hereto as Schedule 6.5 are the audited financial statements of Seller for the year ended December 31, 1996 ("Seller 1996 Financial Statements"). Seller 1996 Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly present, in all material respects, the financial position of Seller as of such date and the results of its operations and cash flows for the period then ended.
(d) Except (i) as reflected or reserved against set forth in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company filed Seller SEC Documents, (ii) for liabilities and obligations incurred since May 31or in Schedule 6.5, 2013 in as of the ordinary course date of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary has Seller does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired by generally accepted accounting principles to be recognized or disclosed on a balance sheet of the Seller or in the notes thereto and which, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of material adverse effect on the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXSeller.
(e) None of the information contained in the Proxy Statement or any Other Filing shall, on the date the Proxy Statement is first mailed to stockholders or the Other Filing is made, as the case may be, at the time of the Seller Stockholders Meeting or on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. Notwithstanding the foregoing, the Seller makes no representations or warranties with respect to any information supplied by Purchaser specifically for use in any of the foregoing documents. The Company maintains a system of “internal control over financial reporting” (Proxy Statement shall comply as defined to form in Rules 13a-15(f) and 15d-15(f) all material respects with the applicable 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 Act and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of 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 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.
(g) Neither the Company nor any of the 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 the Company regulations promulgated thereunder and any of Other Filings filed by 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 other hand, or any “off-balance sheet arrangements” (Seller shall comply as defined to form 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 all material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting respects with all applicable requirements of Section 13(a) or 15(d) of the Exchange Actlaw.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Paperclip Imaging Software Inc/De), Asset Purchase Agreement (Access Solutions International Inc)
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC Exchange Act since January 1, 2012 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 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 “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of 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 Company 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 the Company included in the Company 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 GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) ), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of 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 the Company’s consolidated SEC Documents filed by the Company since January 1, 1996 and prior to the date of this Agreement (the "Recent SEC Documents") and except as disclosed in Section 3.01(e) of the Disclosure Schedule, at the date of the most recent audited balance sheet as financial statements of May 31, 2013 (or the notes thereto) as Company included in the Filed Company Recent SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any of its subsidiaries had, and since such date neither the Company Subsidiary 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Effect with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Amphenol Corp /De/), Merger Agreement (NXS I LLC)
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January April 1, 2012 2007, 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 the Company with the SEC on a voluntary basis on a Current Report Reports on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Company SEC Documents”).
(b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied as to form 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 Company SEC Document, each as in effect on the date so filed. Except to the extent that information contained in any Company 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 Company SEC Document, none of 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 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 Company has made available to Parent copies of all comment letters received by the Company from the SEC since April 1, 2009 (excluding all letters received from the SEC indicating that the SEC would not be reviewing any registration statement filed with the SEC by the Company), and relating to the Company SEC Documents, together with all written responses of the Company thereto (it being understood that any comment letters or written responses publicly available as of the date of this Agreement on the SEC’s Electronic Data Gathering, Analysis and Retrieval system shall be deemed to have been made available to Parent). As of the date of this Agreement, 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. Since April 1, 2009, the Company has not received any written notice from the SEC that any of the Company SEC Documents is the subject of any ongoing review by the SEC.
(c) Each of the consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents filed since April 1, 2009, complied as to form at the time it was filed as to form 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 GAAP 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 the consolidated financial position of 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 in the Company’s consolidated audited balance sheet as None of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatexcept liabilities or obligations that (i) are set forth or reserved against in the most recent financial statements included in the Filed Company SEC Documents, (ii) were incurred in the ordinary course of business since the date of such financial statements, (iii) are incurred in connection with the Transactions, (iv) have been discharged or paid in full prior to the date hereof in the ordinary course of business or (v) individually or in the aggregate, have had or would not reasonably be expected to have a Company Material Adverse Effect. None of the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
(de) Each of the chief principal executive officer of the Company and the chief principal financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections Section 302 and or 906 of SOX the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Documents, and the statements contained in such certifications are were true and accurateaccurate as of the date such certifications were made. None The Company’s disclosure controls and procedures (as defined in Rules 13a-14(e) and 15d-14(e) under the Exchange Act) are reasonably designed to ensure that all material information relating to the Company, including the Company Subsidiaries, that is required to be disclosed by the Company in the reports it files under the Exchange Act is made known to the principal executive officer and the principal financial officer of the Company or any by others within those entities.
(f) The Company has disclosed, based on the most recent evaluation of internal control over financing reporting, to the Company’s independent registered accounting firm and the audit committee of the Company Subsidiaries has outstandingBoard (i) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting or (ii) any fraud, whether or has arranged any outstandingnot material, “extensions of credit” to directors that involves management or executive officers within other employees who have a significant role in the meaning of Section 402 of SOXCompany’s internal control over financial reporting.
(eg) Since March 31, 2009, the Company has not identified any material weaknesses in the design or operation of its internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its principal executive officer and principal 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 the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 when next due. 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) as required under Rules 13a-15(a) and 15d-15(a) under the Exchange Act. The Company maintains a system of internal accounting controls 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 in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with the authorization of management management’s general or specific authorization; and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of recorded accountability for assets is compared with the Company’s properties or assets.
(f) The “disclosure controls existing assets at reasonable intervals 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 appropriate action 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 taken with respect to such reports.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documentsdifferences.
(h) Since May 31, 2013, none As of the Companydate of this Agreement, the Company’s independent accountants, the Company Board or there are no pending investigations by the audit committee of the Company Board has received regarding any oral complaint, allegation, assertion or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of claim that the Company or (z) fraud, whether any Company Subsidiary has engaged in improper or not material, that involves management illegal accounting or other employees of the Company who have a significant role in the auditing practices or maintains improper or inadequate internal controls over financial reporting of the Companyaccounting controls.
(i) None The audit committee of the Company Subsidiaries isBoard includes an “audit committee financial expert,” as defined by Item 407(d)(5)(ii) of Regulation S-K. The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, controller or principal accounting officer, or persons performing similar functions. The Company has at promptly disclosed any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) change in or 15(d) waiver of the Exchange ActCompany’s code of ethics with respect to any such persons, as required by Form 8-K. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics by the principal financial officer, controller or principal accounting officer of the Company.
Appears in 2 contracts
Sources: Merger Agreement (Cgi Group Inc), Merger Agreement (Stanley, Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Company 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 the Company statements with the SEC since January 1October 15, 2012 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 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 “"Company SEC Documents”").
. As of their respective effective dates (b) Each in the case of Company 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 Company SEC Documents), the Company SEC Documents complied in all material respects with the requirements of 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 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 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 the Company included in the 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 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 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 , none of which has been or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwill be, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectmaterial).
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(gc) Neither the Company 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 the Company Subsidiaries is a party toprepared in accordance with GAAP or the notes thereto, except liabilities (i) reflected or has any commitment to become a party to, any joint venture, off-reserved against on the balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among of the Company and any its subsidiaries as of the Company SubsidiariesJune 30, 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, the Company or any of the Company Subsidiaries 2003 included in the Company’s 's Quarterly Report on Form 10-Q for the period then ended or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(hii) Since May 31incurred after June 30, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” 2003 in the internal controls over financial reporting ordinary course of the Companybusiness consistent with past practice that have not had and would not reasonably be expected to have, (y) “material weakness” individually or in the internal controls over financial reporting of the aggregate, a Company or (z) 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 CompanyMaterial Adverse Effect.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Leucadia National Corp), Merger Agreement (Wiltel Communications Group Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has filed or furnished or filed all 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 under the Securities Act or the Exchange Act since January 1December 31, 2012 2011 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”). None of the Company Subsidiaries is required to make any filings with the SEC.
(b) Each As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Company SEC Document (i) at the time filed, 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 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 .
(c) The consolidated financial statements of the Company included in the Company SEC Documents complied at (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by the time it was filed Company’s accountants with respect thereto (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 prepared in accordance with 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 . The Company Financial Statements fairly presented present in all material respects the consolidated financial position condition and the results of operations, cash flows and changes in stockholders’ equity of the Company and its (on a consolidated Subsidiaries basis) as of the respective dates thereof of and the consolidated results of their operations and cash flows for the periods shown (referred to in the Company Financial Statements, all in accordance with GAAP, subject, in the case of unaudited statementsinterim Company Financial Statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against in adjustments and the Company’s consolidated audited balance sheet as absence of May 31, 2013 (or notes. No financial statements of any Person other than the notes thereto) as Company and the Company Subsidiaries are required by GAAP to be included in the Filed consolidated financial statements of the Company. Except as required by GAAP, the Company SEC Documentshas not, (ii) for liabilities and obligations incurred since May between December 31, 2013 in 2011 and the ordinary course date of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor made or adopted any Company Subsidiary has any liabilities material change in its accounting methods, practices or obligations of any nature (whether accruedpolicies in effect on December 31, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect2011.
(d) Each The Company is and has been since January 1, 2009 in compliance in all material respects with (i) the applicable provisions of the chief executive officer ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the Company 2002 and the chief financial officer of related rules and regulations promulgated thereunder (the Company (“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 (ii) the applicable listing and 906 corporate governance rules and regulations of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXNasdaq.
(e) The Company maintains a system has made available to Parent true and complete copies of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) all written comment letters from the staff of the Exchange Act) sufficient SEC received since January 1, 2010 relating 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 Company SEC Documents and (C) regarding prevention or timely detection all written responses of the unauthorized acquisitionCompany thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and, use or disposition to the Knowledge of the Company’s properties , none of the Company SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or assetsto the Knowledge of the Company, SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of the Company.
(f) The “Company has established and maintains disclosure controls and procedures” procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15(eparagraphs (e) and 15d-15(e(f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) utilized as required by Rules 13a-15 and 15d-15 under the Company Exchange Act. The Company’s disclosure controls and procedures 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 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 information required to be disclosed is accumulated and communicated to the Company’s management of the Company, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect pursuant to such reports.
(g) Neither the Company nor any Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company’s management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company Subsidiaries SEC Document that is a party to, report on Form 10-K or has any commitment to become a party to, any joint venture, offForm 10-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 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 other handQ, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under amendment thereto, its conclusions about 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, the Company or any effectiveness of the Company Subsidiaries in disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on the Company’s or such Company Subsidiarymanagement’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none most recently completed evaluation of the Company’s internal control over financial reporting prior to the date of this Agreement, (i) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s independent accountantsability to record, process, summarize and report financial information and (ii) the Company Board or the audit committee of the Company Board has received any oral or written notification does not have knowledge of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls control over financial reporting of the Companyreporting.
(ig) None of The Company and the Company Subsidiaries isdo not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or has at any time since January 1unasserted, 2012 beenknown or unknown, subject primary or secondary, direct or indirect, and whether or not accrued) that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Company Financial Statements or the notes thereto included in a Company SEC Document filed with the SEC prior to the reporting requirements date hereof, (ii) for liabilities and obligations incurred in the Ordinary Course of Section 13(a) or 15(d) Business since the date of the Exchange Actmost recent audited balance sheet included in the Company Financial Statements and not in violation hereof and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (SXC Health Solutions Corp.), Merger Agreement (Catalyst Health Solutions, Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Company Interiors has furnished or filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1June 30, 2012 1994 (such documents, together with any documents filed with the SEC during such period by 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 “Company "Interiors SEC Documents”").
(b) Each Company . As of their respective dates, the Interiors SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of 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 Company Interiors SEC Document Documents, and (ii) did not at none of the time it was Interiors 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 the Company Interiors included in the Company Interiors 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 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 the Company Interiors 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 in such financial statements or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31in connection with this Agreement or the transactions contemplated hereby, 2013 or (iii) liabilities incurred in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreementbusiness, neither the Company Interiors nor any Company 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 reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Interiors.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Interiors Inc), Merger Agreement (Interiors Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has filed or furnished or filed all reports, schedules, forms, statements and other documents (including exhibits all exhibits, supplements and other information incorporated thereinamendments thereto) required to be filed or furnished or filed by the Company with the SEC since January 1, 2012 2009 (such documents, together with all exhibits and schedules thereto and all information incorporated therein by reference and any documents filed with the SEC or furnished during such period periods by the Company to the SEC on a voluntary basis on a Current Report on Reports of Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Company SEC Documents”).
(b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of SOX and the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, including, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document thereunder, 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 the light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of the Company included in the 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 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 the Company and its consolidated the Company 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 set forth in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities Documents filed and obligations incurred since May 31, 2013 in publicly available prior to the ordinary course date hereof or Section 3.06 of business and (iii) for liabilities and obligations incurred as permitted by this Agreementthe Company Disclosure Letter, neither the Company nor any Company Subsidiary 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 that are not set forth on a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None consolidated balance sheet of the Company or any of the such Company Subsidiaries has outstanding, Subsidiary or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) 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 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 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 reportsnotes thereto.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (VCG Holding Corp), Merger Agreement (VCG Holding Corp)
SEC Documents; Undisclosed Liabilities. (a) The 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each 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 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 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 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 the Company included in the 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 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 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 the Company’s consolidated audited balance sheet of the Company, as of May January 31, 2013 (2021, or the notes thereto) as , included in the Filed Company SEC DocumentsDocuments (such balance sheet and the notes thereto, (ii) for liabilities and obligations incurred since May 31the “Company Balance Sheet”), 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor and the Company Subsidiaries do not have any 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 (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 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 the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) The Company has established and maintains a system of “internal control disclosure controls and procedures 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 required by the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Exchange 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 the Company procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by 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 the Company, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect to such reports▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(ge) Neither The Company has established and maintains a system of internal accounting controls that are effective in providing reasonable assurance regarding the Company nor any 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 assets of the Company; (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 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 the Company and any are being made only in accordance with appropriate authorizations of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other management and the Company SEC Documents.
Board; and (hiii) Since May 31provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, 2013, none use or disposition of the assets of the Company, . The Company’s management has completed an assessment of the effectiveness of the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 which are reasonably likely to adversely affect the Company 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 the Company 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 its Representatives has failed to disclose such information to the Company’s auditors or the Company Board. As of the Companydate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Filed Company SEC Documents.
(if) None Section 4.6(f) of the Company Subsidiaries isDisclosure Letter contains a true, or has at any time since January 1, 2012 been, subject to the reporting requirements correct and complete list of Section 13(a) or 15(d) all Indebtedness of the Exchange ActCompany and the Company Subsidiaries (excluding intercompany Indebtedness) as of the date hereof in excess of $3,000,000, on an individual basis.
Appears in 2 contracts
Sources: Merger Agreement (Qad Inc), Merger Agreement (Qad Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company Industrial Scientific 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 the Company with the SEC Securities and Exchange Commission (the "SEC") since January 1, 2012 1997 (such documentsthe "SEC Documents"). As of their respective dates, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of SOX and the Exchange Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company 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 contains any untrue statement of a material fact or omit omits 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 consolidated The financial statements of the Company Industrial Scientific included in the 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 GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q applicable instructions or regulations of the SECSEC relating to the preparation of quarterly reports on Form10-Q) applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries Industrial Scientific 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 the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Industrial Scientific Corp), Merger Agreement (McElhattan Kent D)
SEC Documents; Undisclosed Liabilities. (ai) The Company has furnished or filed all required reports, schedules, forms, registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1November 30, 2012 2004 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
. As of their respective dates of filing with the SEC (b) Each or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Document (i) at the time filed, Documents complied in all material respects respects, with the requirements of 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 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 of the consolidated The financial statements of the Company included in the Company SEC Documents complied at the time it was filed as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto and, was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown (subject, in shown. There are no outstanding comments from the case Staff of unaudited statements, the SEC with respect to normal year-end audit adjustments)any of the Company SEC Documents.
(cii) Except for (iA) as those liabilities that are fully reflected or reserved against for in the Company’s consolidated audited balance sheet of Company as of May 31, 2013 (or the notes thereto) as 2007 included in the Filed financial statements of Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2007, as filed with the SEC Documentsprior to the date of this Agreement (the “Company Financial Statements”), (iiB) for liabilities and obligations incurred since May 31, 2013 2007 in the ordinary course of business and consistent with past practice, (iiiC) for liabilities and obligations which were not required to be set forth in a consolidated balance sheet of Company, (D) liabilities incurred as permitted pursuant to the transactions contemplated by this Agreement, neither (E) liabilities or obligations discharged or paid in full prior to the date of this Agreement in the ordinary course of business consistent with past practice, and (F) potential liabilities disclosed on Schedule 3.2(d)(ii) of the Company nor any Disclosure Schedule, Company Subsidiary has and its Subsidiaries do not have, and since November 30, 2006, Company and its Subsidiaries have not incurred (except as permitted by Section 4.2), any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise) that, individually otherwise and whether or not required to be reflected in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 ’s 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 the Company’s properties or assetsgenerally accepted accounting principles).
(f) 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Traffix Inc), Merger Agreement (New Motion, Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Company has filed or furnished or filed all 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 under the Securities Act or the Exchange Act since January October 1, 2012 2009 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”). None of the Company Subsidiaries is required to make any filings with the SEC.
(b) Each As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Company SEC Document (i) at the time filed, 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 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 .
(c) The consolidated financial statements of the Company included in the Company SEC Documents complied at (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by the time it was filed Company’s accountants with respect thereto (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. The Company Financial Statements fairly present, was prepared in all material respects the financial condition and the results of operations, cash flows and changes in stockholders’ equity of the Company (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company Financial Statements, all in accordance with 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 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 (otherwise noted therein), subject, in the case of unaudited statementsinterim Company Financial Statements, to normal year-end audit adjustments).
(c) Except (i) as reflected or reserved against adjustments and the absence of notes. The books and records of the Company and the Company Subsidiaries, all of which have been made available to Parent before the date hereof, are true and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described. At the Closing, all such books and records will be in the Company’s consolidated audited balance sheet as possession of May 31, 2013 (the Company or the notes thereto) as applicable Company Subsidiary. No financial statements of any Person other than the Company and the Company Subsidiaries are required by GAAP to be included in the Filed consolidated financial statements of the Company. Except as required by GAAP, the Company SEC Documentshas not, (ii) for liabilities between September 30, 2009 and obligations incurred since May 31, 2013 in the ordinary course date of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor made or adopted any Company Subsidiary has any liabilities material change in its accounting methods, practices or obligations of any nature (whether accruedpolicies in effect on September 30, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect2009.
(d) Each The Company is in compliance in all material respects with (i) the applicable provisions of the chief executive officer ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the Company 2002 and the chief financial officer of the Company (related rules and regulations promulgated thereunder or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and Sections 302 (ii) the applicable listing and 906 of SOX with respect to the Company SEC Documents, corporate governance rules and the statements contained in such certifications are true and accurate. None regulations of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXNYSE.
(e) The Company maintains a system has made available to Parent true and complete copies of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) all written comment letters from the staff of the Exchange Act) sufficient SEC received since January 1, 2008 relating 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 Company SEC Documents and (C) regarding prevention or timely detection all written responses of the unauthorized acquisitionCompany thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and, use or disposition to the Knowledge of the Company’s properties , none of the Company SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or assetsto the Knowledge of the Company, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of the Company.
(f) The “Company has established and maintains disclosure controls and procedures” procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15(eparagraphs (e) and 15d-15(e(f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) utilized as required by Rules 13a-15 and 15d-15 under the Company Exchange Act. The Company’s disclosure controls and procedures 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 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 information required to be disclosed is accumulated and communicated to the Company’s management of the Company, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect pursuant to such reports.
(g) Neither the Company nor any Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company’s management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company Subsidiaries SEC Document that is a party to, report on Form 10-K or has any commitment to become a party to, any joint venture, offForm 10-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 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 other handQ, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under amendment thereto, its conclusions about 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, the Company or any effectiveness of the Company Subsidiaries in disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on the Company’s or such Company Subsidiarymanagement’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none most recently completed evaluation of the Company’s internal control over financial reporting prior to the date of this Agreement, (i) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s independent accountantsability to record, process, summarize and report financial information and (ii) the Company Board or the audit committee of the Company Board has received any oral or written notification does not have knowledge of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls control over financial reporting of the Companyreporting.
(ig) None of The Company and the Company Subsidiaries isdo not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or has at any time unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Company Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) date of the Exchange Actmost recent audited balance sheet included in the Company Financial Statements and not in violation hereof and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Aon Corp), Merger Agreement (Hewitt Associates Inc)
SEC Documents; Undisclosed Liabilities. (ai) The Company has furnished or filed and will file, on a timely basis, all reports, schedules, forms, registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2012 1999 (such documentscollectively, together with any documents filed the "Company SEC Documents"). As of their respective dates of filing with the SEC during (or, if amended or superseded by a filing prior to the date hereof, as of the date of such period by filing), the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement SEC Documents complied and the Form S-4, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, complied will comply in all material respects with the requirements of 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 Company SEC Document Documents, and (ii) did not at none of the time it was Company SEC Documents when filed (contained 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) will contain any untrue statement of a material fact or omitted or will omit 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 Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied in writing by Parent or Merger Subsidiary for inclusion or incorporation by reference in any Company SEC Document filed after the date hereof. Company and its Subsidiaries are not engaged in any material business or activity which is not described in the Company SEC Documents filed prior to the date of the consolidated this Agreement. The financial statements of the Company included in the Company SEC Documents complied at the time it was filed and will comply as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was have been and will be prepared in accordance with 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 theretodisclosed therein) and fairly presented present and will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries and their consolidated results of operations, changes in stockholders' equity and cash flows 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)shown.
(cii) Except for (iA) as those liabilities that are fully reflected or reserved against for in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as Company included in its Quarterly Report on Form 10-Q for the Filed Company SEC Documentsfiscal quarter ended September 30, 2001, and (iiB) for liabilities and obligations incurred since May 31September 30, 2013 2001 in the ordinary course of business consistent with past practice, at September 30, 2001 Company did not have, and (iii) for liabilities and obligations incurred as permitted by this Agreementsince such date Company has not incurred, neither the Company nor any Company Subsidiary has any material liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise) that, individually otherwise and whether or not required to be reflected in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 's financial statements in conformity accordance 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Hoenig Group Inc), Merger Agreement (Investment Technology Group Inc)
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”)Documents for the prior two years, pursuant to Sections 13 and 15 of the Exchange Act, as applicable.
(b) Each As of its respective filing date, each Company SEC Document (i) at the time filed, 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 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 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 the Company included in the 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 GAAP the International Financial Reporting Standards (“IFRS”) (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 present the consolidated financial position of the Company 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 set forth in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary has any no 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 IFRS to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None be set forth on a balance sheet of the Company or any of in the 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) notes thereto. The Company maintains a system of “internal control over SEC Documents sets forth all financial reporting” and contractual obligations and liabilities (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient including any obligations 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 issue capital stock or timely detection of the unauthorized acquisition, use or disposition other securities of the Company’s properties or assets) due after the date hereof.
(f) 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Stock Purchase Agreement (KBS Fashion Group LTD), Stock Purchase Agreement (KBS Fashion Group LTD)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished filed or filed furnished, as applicable, on a timely basis, with the SEC all 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 pursuant to the Securities Act or the Exchange Act since January 1October 7, 2012 2021 (such documentsthe reports, together with any schedules, forms, statements and other documents filed with or furnished to the SEC during such period by since October 7, 2021 and those filed or furnished to the Company on a voluntary basis on a Current Report on Form 8-KSEC subsequent to the date of this Agreement, but excluding the Joint Proxy Statement and the Form S-4including any amendments thereto, being collectively referred to as collectively, the “Company SEC Documents”).
. As of their respective effective dates (b) Each in the case of Company SEC Document Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the portions that are amended (i) at in the time filedcase of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of 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 Company SEC Document Documents, and none of the Company SEC Documents as of such respective dates (ii) did not at the time it was filed (or or, if amended or superseded by a filing or amendment prior to the date hereof, the date of this Agreement, then at the time filing of such filing or amendment, with respect to the disclosures that are amended) 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 .
(b) The consolidated financial statements of the Company (including all related notes or schedules) included or incorporated by reference in the Company SEC Documents, as of their respective dates of filing with the SEC (or, if such Company SEC Documents were amended prior to the date hereof, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or restated therein), 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 all material respects in accordance with 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 (i) as may be indicated in the notes theretothereto or (ii) as permitted by Regulation S-X) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited quarterly financial statements, to normal year-end audit adjustments).
(c) Except Neither the Company nor any Company Subsidiary has any liabilities of a type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with GAAP, except liabilities (i) as reflected or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) of the Company as of the Balance Sheet Date included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 after the Balance Sheet Date in the ordinary course of business and consistent with past practice, (iii) for liabilities and obligations incurred as permitted contemplated by this Agreement, neither Agreement or otherwise incurred in connection with the Company nor any Company Subsidiary has any liabilities Transactions or obligations of any nature (whether accrued, absolute, contingent or otherwiseiv) that, individually or in the aggregate, have not had or and would not reasonably be expected to have a Company Material Adverse Effect.
(d) Each The Company has established and maintains disclosure controls and procedures and a system of the chief executive officer of the Company and the chief internal controls over financial officer of the Company reporting (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained such terms are defined in such certifications are true and accurate. None of the Company or any of the 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.
paragraphs (e) The Company maintains a system and (f), respectively, of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of Rule 13a-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 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 required 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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)). As of the date hereof, where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, neither the Company or any of the Company Subsidiaries in nor, to the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the CompanyKnowledge, the Company’s independent accountantsregistered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Board Accounting Oversight Board) in the design or the audit committee operation of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the Company’s internal controls over financial reporting of which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, (y) “material weakness” process, summarize and report financial data, in the internal controls over financial reporting of the Company each case which has not been subsequently remediated, or (z) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting of the Companyreporting.
(ie) None As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents and, to the Company’s Knowledge, none of the Company Subsidiaries isSEC Documents is the subject of an ongoing SEC review. The Company has made available to Parent correct and complete copies of all material written correspondence between the SEC, or on the one hand, and the Company, on the other hand, since October 7, 2021, other than correspondence which has at any time since January 1been publicly filed as correspondence in the Electronic Data Gathering, 2012 beenAnalysis, subject to and Retrieval system of the reporting SEC.
(f) The Company is in compliance in all material respects with all listing requirements of Section 13(a) or 15(d) of the Exchange ActNasdaq.
Appears in 2 contracts
Sources: Merger Agreement (Berkeley Lights, Inc.), Merger Agreement (IsoPlexis Corp)
SEC Documents; Undisclosed Liabilities. (a) The Since January 1, 2016, 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each 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 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 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 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 December 31, 2016 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 the Company included in the Company’s most recently filed Form 10-K or in the Filed Company SEC Documents Documents, as applicable, (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 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 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 the Company’s consolidated audited balance sheet of the Company, as of May 31September 30, 2013 (2017, or the notes thereto) as , included in the Filed Company SEC DocumentsDocuments (such balance sheet and the notes thereto, (ii) for liabilities and obligations incurred since May 31the “Company Balance Sheet”), 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor and the Company Subsidiaries do not have any 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 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 contemplated hereby 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company. Since January 1, 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 Company SEC Documents2015, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither neither the Company nor any of the Company Subsidiaries is a party to, has made or has permitted to remain outstanding any commitment to become a party to, any joint venture, off“extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-balance sheet partnership ▇▇▇▇▇ Act) or any similar Contract (including any Contract or arrangement relating prohibited loans to any transaction or relationship between or among the Company and any executive officer of 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 other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K Rule 3b-7 under the Exchange Act)), where the result, purpose ) or intended effect director of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary.
(d) 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 Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the Company Subsidiaries in filing of the Company’s or such Company Subsidiary’s published financial statements or other Annual Report on Form 10-K for the Company SEC Documents.
(h) Since May fiscal year ended December 31, 2013, none 2016 to the date of the Companythis Agreement, the Company’s independent accountants, auditors and the Company Board have not been advised of (i) any significant deficiencies or the audit committee of the Company 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 which 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 the Company information or (zii) any fraud, whether or not material, that involves management or other employees of the Company 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 its Representatives has failed to disclose such information to the Company.
(i) None of ’s auditors or the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange ActBoard.
Appears in 2 contracts
Sources: Merger Agreement (Sandridge Energy Inc), Merger Agreement (Bonanza Creek Energy, Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Since June 27, 2009, the Company has filed with or furnished or filed to the SEC all required reports, schedules, formsforms and registration statements (including without limitation the registration statement on Form S-3 filed September 24, statements 2010, as amended) (collectively, 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each Company . As of their respective dates, the SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of SOX the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or of 2002 (the Securities “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company 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 27, 2009 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 27, 2009, 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 the Company included in the Company 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 GAAP 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 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 27, 2009, 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 the Company’s consolidated audited balance sheet as of May 31Since July 2, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement2011, neither the Company nor any Company 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 2, 2011 (including the notes thereto) included in the SEC Documents, (ii) as incurred after July 2, 2011 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 May 7, 2012 (together with the Company’s annual report on Form 10-K, filed on September 2, 2011, the Company’s definitive proxy statement, filed on September 15, 2011, the Company’s quarterly reports on Form 10-Q, filed on November 7, 2011, and February 8, 2012, and all current reports on Form 8-K filed by the Company since September 2, 2011, (collectively, 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the Company its Subsidiaries is a party tois, or has been at any commitment to become time since June 27, 2009, a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction securitization transactions or relationship between or among the Company and any of 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 other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) 303 of Regulation S-K under of the Exchange Act)), ) or any similar arrangements where the result, purpose or intended effect of such Contract 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) 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 date of this Agreement, remains confidential.
(e) The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Documents filed since such certifications have been required and such filings were true and correct in all material respects when made. Nothing has come to the attention of the principal executive officer or principal financial officer of the Company Subsidiaries that would preclude each of them from being able to make the certifications in the Company’s or next quarterly report on Form 10-Q when due. For purposes of this Section 3.5(e), “principal executive officer” and “principal financial officer” shall have the meanings given to such Company Subsidiary’s published financial statements or other terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since June 27, 2009, neither the Company SEC Documentsnor any of its Subsidiaries has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(hf) Since May 31, 2013, none The Company has implemented and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act which (i) are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Company, ’s filings with the SEC and other public disclosure documents; and (ii) ensures that material information is accumulated and communicated to the Company’s independent accountantsmanagement as appropriate to allow timely decisions regarding required disclosure. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the Company Board or date hereof, to the Company’s auditors and the audit committee of the Board of the Company Board has received any oral or written notification of any (x) “any significant deficiency” deficiencies and material weaknesses in the design or operation of internal controls over financial reporting of that 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 the Company or (z) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting of the Companyreporting.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Lecroy Corp), Merger Agreement (Teledyne Technologies Inc)
SEC Documents; Undisclosed Liabilities. (a) The Surviving Company has furnished or timely filed all required reports, schedules, forms, statements and other documents (including without limitation all exhibits and other information incorporated thereinthereto) required to be furnished or filed by the Company with the SEC since January 1, 2012 1996 (such documents, together with any documents filed with the SEC during such period by 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 “"Surviving Company SEC Documents”").
(b) Each . As of their respective dates, the Surviving Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of 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 Surviving Company SEC Document Documents, and (ii) did not at none of the time it was Surviving 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 .
(b) The consolidated balance sheets and the related consolidated statements of operations, shareholders' equity and changes in financial position (including, without limitation, the notes and schedules thereto) of the Surviving Company and its consolidated financial statements subsidiaries for the year ended December 31, 1998 in the form previously delivered to Seller (the "Surviving Company Financial Statements") or in any other SEC Document covering periods subsequent to the date of the Surviving Company included in the Company SEC Documents complied at the time it was filed 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 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 the Surviving Company and its consolidated Subsidiaries subsidiaries as of the dates date thereof and the consolidated results of their operations and cash flows for the periods shown (then ended, subject, in the case of unaudited consolidated interim financial statements, to normal year-end audit adjustments), and the fact that such interim financial statements were prepared in accordance with the rules and regulations of the SEC and, therefore, certain information required by GAAP may have been omitted.
(c) Except (i) as set forth in the Surviving Company Financial Statements, as reflected in financial statements contained in Surviving Company SEC Documents and covering periods subsequent to the date of the Surviving Company Financial Statements, or reserved against as otherwise set forth in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Surviving Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this AgreementDisclosure Schedule, neither the Surviving Company nor any Company Subsidiary of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of the Surviving Company and its consolidated subsidiaries or in the aggregatenotes thereto, have had or other than liabilities and obligations incurred in the ordinary course of business since the date of the Surviving Company Financial Statements that would not reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of the Company 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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 Surviving Company.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Reorganization Agreement (Lauder Ronald S), Reorganization Agreement (Central European Media Enterprises LTD)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed with the SEC since January 1, 1997 or, with respect to the Offering, will file with the SEC all required registration statements, reports, schedules, forms, statements, proxy or information statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by (the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “"Company SEC Documents”").
(b) Each . As of their respective dates, the Company SEC Document (i) at the time Documents complied or, with respect to those not yet filed, complied will comply in all material respects with the requirements of SOX and the Securities Act of 1933 (the "Securities Act"), or the Exchange Act or the Securities Act, as the case may be, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable and, except to such the extent that information contained in any Company SEC Document has been revised and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior later filed Company SEC Document, did not or, with respect to the date of this Agreementthose not yet filed, then at the time of such filing or amendment) will 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 consolidated The financial statements of the Company included in the 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 thereto, was have been prepared in accordance with GAAP generally accepted accounting principles (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 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 for liabilities (i) as reflected in such financial statements or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and consistent with past practice since the date of the most recent audited financial statements included in the Company Filed SEC Documents, (iii) for liabilities and obligations incurred as permitted by in connection with this AgreementAgreement or the Option Agreement or the transactions contemplated hereby or thereby, or (iv) disclosed in Item 2.6 of the Company Disclosure Schedule, neither the Company nor any Company 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 could reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of the Company 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Mosaix Inc)
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1relating to periods commencing on or after December 31, 2012 1998 (such documentsreports, together with any schedules, forms, statements and other documents filed with the SEC during such period by 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 hereinafter referred to as the “"Company SEC Documents”").
(b) Each . As of their respective dates, the Company SEC Document (i) at the time filed, --------------------- Documents complied in all material respects with the requirements of 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 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 the Company included in the 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 GAAP generally accepted accounting principles in the United States ("GAAP") ---- (except, in the case of unaudited quarterly statements, as permitted by Form 10-10- 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 the Company and its consolidated Subsidiaries 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 the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as most recent financial statements included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected in the Company's financial statements, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation (including any claims, whether or not asserted, for royalty payments), that, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “"Company SEC Documents”").
(b) Each . As of their respective dates, the Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of SOX and the Securities Act of 1933, as amended (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 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 Company Filed SEC Document, as of the consolidated date hereof, 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 financial statements of the Company included in the 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 thereto, was have been prepared in accordance with GAAP generally accepted accounting principles (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 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 year-end audit adjustments).
(c) . Except (i) as reflected in such financial statements or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31in connection with this Agreement or the transactions contemplated hereby, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreementsince September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that), including liabilities arising under any Laws relating to the protection of health, safety or the environment ("Environmental Laws"), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse EffectMAE.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Patriot American Hospitality Operating Co\de)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed with the SEC, and has heretofore made available to Parent true and complete copies of, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with the SEC by the Company with the SEC since January 1, 2012 2001 (such documents, together with any documents filed with the SEC during such period by 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 “"Company SEC Documents”").
(b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and, to the extent not included in the Exchange Act or the Securities Act, as the case may be▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was 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 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 The financial statements of the Company included in the Company SEC Documents complied at the time it was when 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 GAAP 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 the Company 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 the absence of certain notes to the financial statements and 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 rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents. 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 (i) as reflected or reserved against in the Company’s consolidated most recent audited balance sheet as of May 31, 2013 (or the notes thereto) as included financial statements contained in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary has any no 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) 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 the Company filings with the SEC since January 1May 12, 2012 2010, pursuant to Sections 13 and 15 of the Exchange Act, as applicable (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each As of its respective filing date, each Company SEC Document (i) at the time filed, 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 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 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. Except as set forth in the Company SEC Documents, the financial statements of the Company included in the 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 GAAP the U.S. generally accepted accounting principles (“GAAP”) (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 present the consolidated financial position of the Company 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 set forth in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31as of the date of filing thereof, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary has any no 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 GAAP to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None be set forth on a balance sheet of the Company or any of in the notes thereto. All Company Liabilities due after the date hereof are set forth in the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXDisclosure Schedule.
(e) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each since February 2, 2021 and prior to the date of this Agreement. As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of SOX and the Exchange Act, the Securities Act or the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and, except to the extent that information contained in such Company SEC Document and (ii) did not at the time it was filed (or if amended has been revised, amended, modified or superseded by a filing or amendment (prior to the date of this Agreement) by a later filed Company SEC Document, 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 the light of the circumstances under which they were made, not misleading. Each of the .
(b) The consolidated financial statements of the Company included in filed with the Company SEC Documents complied at (the time it was filed “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. The Company Financial Statements fairly present the financial condition and the results of operations, was cash flows and changes in stockholders’ equity of the Company (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company Financial Statements, all in accordance with GAAP. The Company Financial Statements: (i) have been prepared from the books and records of the Company and the Company Subsidiaries in accordance with GAAP consistently applied during the periods covered thereby (exceptexcept as otherwise disclosed therein and, in the case of unaudited statements, interim financial statements as may be permitted by the SEC for Quarterly Reports on Form 10-Q of the SECQ); (ii) applied on a consistent basis during the periods involved are complete and correct in all material respects; and (except as may be indicated in the notes theretoiii) and fairly presented present in all material respects the consolidated financial position condition and the results of operations, cash flows and changes in stockholders’ equity of the Company (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company Financial Statements. The books and records of the Company and its consolidated Subsidiaries as the Company Subsidiaries, are true and complete in all material respects, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the dates thereof transactions 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)actions therein described.
(c) Except (i) as reflected or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither Neither the Company nor any Company Subsidiary has any liabilities or obligations of any a nature (whether accrued, absolute, contingent or otherwise) that, individually required by GAAP to be reflected on a consolidated balance sheet of the Company or in the aggregatenotes thereto, have had except (i) as disclosed, reflected or reserved against in the most recent balance sheet included in the Company Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business since the date of the most recent balance sheet included in the Company Financial Statements, (iii) arising pursuant to this Agreement or the Ancillary Agreements or incurred in connection with the Transactions, (iv) fees and expenses payable to any accountant, outside legal counsel or financial advisor which are incurred in connection with the negotiation of this Agreement or the consummation of the Transactions, or (v) as would reasonably not be expected material to have the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. This representation shall not be deemed breached as a result of changes in GAAP or in Law after the date hereof.
(d) Each The Company maintains, and at all times since February 2, 2021, has maintained, a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) reasonably designed 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 chief executive officer assets of the Company and the chief financial officer of the Company Subsidiaries; (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicableii) 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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) GAAP and that transactions receipts and expenditures are executed being made only in accordance with the authorization authorizations of management and the Company Board; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company and the Company Subsidiaries that could have a material effect on the financial statements. The Company’s properties or assetsmanagement has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) for the year ended December 31, 2022, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective.
(fe) The “Company maintains, and at all times since February 2, 2021, has maintained disclosure controls and procedures” (procedures as defined in Rules 13a-15(e) and 15d-15(e) of required by Rule 13a-15 or 15d-15 under the Exchange Act) utilized by the Company Act that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the Company’s 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 Company’s management of the Company, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief principal executive officer of the Company and chief the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the Nasdaq.
(g) Neither Except for matters resolved prior to the date hereof, since February 2, 2021, (i) none of the Company, any Company Subsidiary or any of their respective directors or officers, nor, to the Knowledge of the Company, any of their respective employees, auditors, accountants or other Representatives has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company and the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company and the Company Subsidiaries have engaged in questionable accounting or auditing practice, except as would not, individually or in the aggregate, reasonably be expected to be material to the preparation or accuracy of the Company’s financial statements and (ii) neither the Company nor any of the Company Subsidiaries is a party to, or Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of 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 other hand, or had any “off-balance sheet arrangementsmaterial weakness” (as defined in Item 303(a) or “significant deficiency” that has not been resolved to the satisfaction 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documentsauditors.
(h) Since May 31, 2013, none As of the Company, the Company’s independent accountantsdate hereof, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.Net Liabilities are as set forth on Exhibit D.
Appears in 1 contract
Sources: Merger Agreement (Apexigen, Inc.)
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1relating to periods commencing on or after December 31, 2012 1998 (such documentsreports, together with any schedules, forms, statements and other documents filed with the SEC during such period by 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 hereinafter referred to as the “"Company SEC Documents”").
(b. Except as set forth on Section 3.05(a) Each --------------- of the Company Disclosure Letter, as of their respective dates, the Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of 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 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 the Company included in the 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 GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-10- 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 the Company and its consolidated Subsidiaries 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 the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as most recent financial statements included in the Filed Company SEC Documents, Documents (iias defined in Section 3.07) for liabilities and obligations incurred since May 31, 2013 in the ordinary course as set forth on Section 3.05(b) of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any Disclosure Letter, the Company Subsidiary has any --------------- no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected in the Company's financial statements, and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability or obligation (including any claims, whether or not asserted, for royalty payments), that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Electronic Data Systems Corp /De/)
SEC Documents; Undisclosed Liabilities. (a) The Company and each of its subsidiaries that is required to file any registration statement, prospectus, report, schedule, form, statement or other document with the SEC, has furnished or filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company it with the SEC since January 1(collectively, 2012 (such documentsand in each case including all exhibits, together with any schedules and amendments thereto and documents filed with the SEC during such period incorporated by the Company on a voluntary basis on a Current Report on Form 8-Kreference therein, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Company SEC Documents”).
(b) Each since December 31, 2008. Except as disclosed in Section 3.5 of the Company Disclosure Letter, as of their respective dates, the SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of SOX and the Securities Act of 1933, as amended (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 Company 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 the Company included in the Company 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 GAAP 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 present in all material respects the consolidated financial position of 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 in the Company’s consolidated audited balance sheet as of May . Since December 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement2008, neither the Company nor any Company 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 December 31, 2008 (including the notes thereto) included in the SEC Documents, (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 2008 in the ordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 2008 (such SEC Documents, excluding any exhibits thereto or documents incorporated by reference therein, the “Recent SEC Documents”), or (v) as would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each . If, at any time from the date hereof and until the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the chief executive officer foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The management of the Company and the chief financial officer of the Company has (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicablei) 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 the Company’s properties or assets.
(f) The “designed 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 , or caused such disclosure controls to be designed under its supervision, to ensure that all material information (both financial and non-financial) required relating to be disclosed by the Company in the reports that it files or submits under the Exchange Act Company, including its consolidated subsidiaries, 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 made known to the management of the CompanyCompany by others within those entities, as appropriateand (ii) has disclosed, based on its most recent evaluation of internal controls over financial reporting, 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or auditors and the audit committee of the Company Company’s Board has received any oral or written notification of any Directors (xA) “all significant deficiency” deficiencies and material weaknesses in the design or operation of internal controls over financial reporting of which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (yB) “material weakness” in the internal controls over financial reporting of the Company or (z) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting of the Companyreporting.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Burlington Northern Santa Fe Corp)
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1, 2012 1999 (such documents, together with any documents filed with the SEC during such period by 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 “"Company SEC Documents”").
(b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of 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 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 the light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of the Company included in the 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 GAAP 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 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 set forth in the Company’s consolidated audited balance sheet as of May 31, 2013 Company SEC Documents filed and publicly available prior to the date hereof (or the notes thereto) as included in the "Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by 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 and that, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Amtran Inc)
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1, 2012 2000 (such documents, together with any documents filed with the SEC during such period by 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 “"Company SEC Documents”").
(b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of 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 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 the light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of the Company included in the 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 GAAP 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 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 set forth in the Company’s consolidated audited balance sheet as of May 31, 2013 Company SEC Documents filed and publicly available prior to the date hereof (or the notes thereto) as included in the "Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by 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 and that, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Coorstek Inc)
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January October 1, 2012 2002 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of 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 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 the Company included in the 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 GAAP 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 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) Except The Company’s principal executive officer and its principal financial officer have confirmed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company Board of Directors that between October 1, 2002 and the date of such confirmation: (i) as reflected there have not been any significant deficiencies and material weaknesses in the design or reserved against operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) there has been no 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. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated audited balance sheet as of May 31Subsidiaries, 2013 (or is made known to the notes thereto) as Company’s principal executive officer and principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Filed Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company SEC Documentsor any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, neither the Company nor any Company Subsidiary has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any Company Subsidiary.
(d) The Company is in compliance with the provisions of Section 13(b) of the Exchange Act. Neither the Company nor any of the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of the Company Subsidiaries, has (i) used any corporate or 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 violation of Section 30A of the Exchange Act or (ii) for liabilities and obligations incurred since May 31accepted or received any unlawful contributions, 2013 in payments, gifts or expenditures. Since the ordinary course Company’s proxy statement dated January 28, 2005, no event has occurred that would be required to be reported pursuant to Item 404 of business and Regulation S-K promulgated by the SEC.
(iiie) for liabilities and obligations incurred as permitted by this AgreementSince October 1, 2002, neither the Company nor any of the Company Subsidiaries nor any of their respective directors or officers, nor to the Company’s knowledge any of their employees, auditors or accountants has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices. Since October 1, 2002, 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 Board of Directors of the Company or any committee thereof or to any director or officer of the Company.
(f) Neither the Company nor any 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 aggregate, have had notes thereto except for such liabilities or would obligations that are not reasonably be expected likely to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January October 1, 2012 2002 been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”). None of the Company Subsidiaries is, or at any time since January 1, 2012, has been, required to file any reports, schedules, forms, statements or other documents with the SEC.
(b) Each 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 SOX and the Securities Act, the Exchange Act or and/or the Securities Act▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such 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 No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company 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.
(c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of the Company included in the 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 accordance with GAAP 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 indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of 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). The books and records of the Company and the Company Subsidiaries have been maintained in all material respects in accordance with GAAP to the extent required thereby. PricewaterhouseCoopers LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(cd) Except (i) as reflected or reserved against in the Company’s audited consolidated audited balance sheet of the Company, as of May December 31, 2013 (2013, or the notes thereto) as , included in the Filed Company SEC DocumentsDocuments as of the date hereof (such balance sheet and the notes thereto, (ii) for liabilities and obligations incurred since May 31the “Company Balance Sheet”), 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor and the Company Subsidiaries do not have any Company Subsidiary has any liabilities material 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 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 be, individually or in the aggregate, have had or would reasonably be expected material to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of Company Subsidiaries, taken as a whole.
(e) Neither the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or nor any of the Company Subsidiaries has outstandingis a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or has arranged any outstandingsimilar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of 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 other hand) or any material “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) The Company maintains a system of “internal control over financial reportingoff-balance sheet arrangements” (as defined in Rules 13a-15(f) and 15d-15(fItem 303(a) 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 Regulation S-K of the unauthorized acquisition, use or disposition of the Company’s properties or assetsSEC).
(f) The “Company has established and maintains disclosure controls and procedures” procedures and a system of internal control over financial reporting (as such terms are defined in Rules 13a-15(eparagraphs (e) and 15d-15(e) (f), respectively, of Rule 13a-15 under the Exchange Act) utilized as required by Rule 13a-15 under the Company Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by 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 the Company, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief principal executive officer and chief principal financial officer of the Company to make the certifications required under by the Exchange Act with respect to such reports.
(g) Neither the Company nor any . The Company’s management has completed an assessment of the 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 the Company and any effectiveness of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published internal control over financial statements or other reporting in compliance with the Company SEC Documents.
(h) Since May requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, for the year ended December 31, 2013, none and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting prior to the Companydate of this Agreement, to the Company’s independent accountants, auditors and the Company Board (i) any significant deficiencies or the audit committee of the Company 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 which 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 the Company information or (zii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls control over financial reporting reporting, all of the Company.
which information described in clauses (i) None of and (ii) above has been disclosed by the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to Parent prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actdate hereof.
Appears in 1 contract
Sources: Merger Agreement (Sapient Corp)
SEC Documents; Undisclosed Liabilities. (a) 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 since January 1on a timely basis (i) pursuant to the Securities Act of 1933, 2012 as amended (such documents, together with any the rules and regulations promulgated thereunder, the “Securities Act”) in order to effectuate the Company’s initial public offering (the “IPO”) and (ii) pursuant to Sections 13(a) and 15(d) of the Exchange Act since the closing of the IPO (collectively, and in each case including all exhibits and schedules thereto and documents filed with incorporated by reference therein, as such statements and reports may have been amended since the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-Kdate of their filing, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Company SEC Documents”). From the time of the initial filing of the Company’s registration statement on Form S-1 with the SEC, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012. 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 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 SOX and the Securities Act, the Exchange Act or and the Securities Act▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such 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 the Company included or incorporated by reference in the Company SEC Documents complied at the time it was filed (i) 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 (ii) have been prepared in all material respects in accordance with GAAP 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 present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its 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 the Company’s consolidated audited balance sheet of the Company, as of May December 31, 2013 (2017, or the notes thereto) as , included in the Filed Company SEC DocumentsDocuments (such balance sheet and the notes thereto, (ii) for liabilities and obligations incurred since May 31the “Company Balance Sheet”), 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor does not have any 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 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), (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 material to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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), which (i) 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 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 the Company are reasonably designed to ensure that all material information (both financial and non-financial) required relating 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 made known to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief ’s principal executive officer and chief its principal financial officer of by others within those entities, particularly during the Company to make periods in which the certifications 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 perform the Company nor any functions for which they were established. From the date of the 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 the Company and any filing of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Annual Report on Form 10-K for the Company SEC Documents.
(h) Since May fiscal year ended December 31, 2013, none 2017 to the date of the Companythis Agreement, the Company’s independent accountants, auditors and the Company Board have not been advised of (i) any significant deficiencies or the audit committee of the Company 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 which 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 the Company information or (zii) any fraud, whether or not material, that involves management or other employees of the Company 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 NASDAQ. The books and records of the CompanyCompany have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.
(if) None of the The Company Subsidiaries ishas not effected, entered into or has at created any time since January 1, 2012 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).
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January October 1, 2012 (such documents2006, together with any documents filed with pursuant to Sections 13(a) and 15(d) of the SEC during such period by 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 “Company SEC Documents”)Exchange Act.
(b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of SOX and the Securities Act of 1933, as amended, or 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 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. As of the date hereof, there are no outstanding unresolved issues with respect to the Company or the Company SEC Documents noted in comment letters or other correspondence received by the Company or its attorneys from the SEC. None of the Company Subsidiaries are required to file any form, report or other document with the SEC. The consolidated financial statements of the Company (including, in each case, any related notes and schedules) included in the 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 GAAP 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 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) Except The Company is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) the applicable listing and other rules and regulations of the New York Stock Exchange.
(d) The Company has disclosure controls and procedures (as reflected or reserved against defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities. To the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the chief executive officer and the chief financial officer of the Company to material information required to be included in the Company’s consolidated audited balance sheet as periodic reports required under the Exchange Act.
(e) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of May 31, 2013 the Company Board (or the notes theretoi) as included any significant deficiencies and material weaknesses in the Filed Company SEC Documentsdesign or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) for liabilities and obligations incurred since May 31any fraud or allegation of fraud, 2013 whether or not material, that involves management or other employees who have a significant role in the ordinary course Company’s internal controls over financial reporting.
(f) As of business the date hereof, to the Company’s knowledge, since October 1, 2006, the Company has not identified any material control deficiencies. To the Company’s knowledge, its auditors and its chief executive officer and chief financial officer will be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due.
(iiig) for liabilities and obligations incurred as permitted by As of 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 and that, individually or in the aggregate, have had or would is reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be furnished or filed by the Company with the SEC since January 1it after December 31, 2012 1999 (such reports, schedules, forms, statements and other documents, together with any documents filed with the SEC during amendments and supplements to such period by 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, filings being collectively hereinafter referred to as the “"Company SEC Documents”").
(b) Each . As of their respective dates, the Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of 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 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 AgreementCompany SEC Documents, 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 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 the Company included in the 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 GAAP 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 the Company and its consolidated Subsidiaries 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 the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as most recent financial statements included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected in such financial statements, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation (including any claims, whether or not asserted, for royalty payments), that, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Imagex Com Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has filed or furnished or filed all reports, schedules, forms, statements and other documents (including exhibits all exhibits, supplements and other information incorporated thereinamendments thereto) required to be filed or furnished or filed by the Company with the SEC since January 1, 2012 2009 (such documents, together with all exhibits and schedules thereto and all information incorporated therein by reference and any documents filed with the SEC or furnished during such period periods by the Company to the SEC on a voluntary basis on a Current Report on Reports of Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Company SEC Documents”).
(b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of SOX and the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, including, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document thereunder, 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 the light of the circumstances under which they were made, not misleading. Each of the The consolidated financial statements of the Company included in the 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 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 the Company and its consolidated the Company 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 set forth in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities Documents filed and obligations incurred since May 31, 2013 in publicly available prior to the ordinary course date hereof or Section 3.06 of business and (iii) for liabilities and obligations incurred as permitted by this Agreementthe Company Disclosure Letter, neither the Company nor any Company Subsidiary 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 that are not set forth on a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None consolidated balance sheet of the Company or any of the such Company Subsidiaries has outstanding, Subsidiary or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) 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 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 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 reportsnotes thereto.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1, 2012 2003 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of 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 Company SEC Document Document, and, to the extent in effect and applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (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 the Company included in the 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 GAAP 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 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) Except (i) as reflected or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither Neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities or obligations which, (i) thatwere incurred after December 31, 2003 in the ordinary course of business consistent with past practice or (ii) individually or in the aggregate, have had or would not had, and are not reasonably be expected likely to have have, a Company Material Adverse Effect.
(d) Each of the chief principal executive officer of the Company and the chief principal financial officer of the Company (or each former chief principal executive officer of the Company and each former chief principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None For purposes of the Company or any preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since the effective date of SOX, neither the Company Subsidiaries nor any Company Subsidiary has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) The Company maintains a system of “internal control over financial reporting” (as defined is, and has been, 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 compliance in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance all material respects with the authorization provisions of management and (C) regarding prevention SOX applicable to it on or timely detection of prior to the unauthorized acquisition, use or disposition of the Company’s properties or assetsdate hereof.
(f) 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 2003 been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1, 2012 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 DOCUMENTS"). As of its respective date, except as supplemented or amended prior to the Company on a voluntary basis on a Current Report on Form 8-Kdate of this Agreement, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Company SEC Documents”).
(b) Each each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of 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 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 the Company included in the Company 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 GAAP U.S. generally accepted accounting principles (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 theretootherwise disclosed therein) and fairly presented present in all material respects the consolidated financial position of 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 the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for such liabilities and obligations incurred since May 31as, 2013 individually and in the ordinary course aggregate, have not had and are not reasonably expected to have a Company Material Adverse Effect, from September 30, 2000 to the date of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably required by GAAP to be expected to have set forth on a Company Material Adverse Effect.
(d) Each of the chief executive officer consolidated balance sheet of the Company and the chief financial officer of the Company (its consolidated subsidiaries or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) notes thereto. None of the Company Subsidiaries is, or has at any time since January 1, 2012 1999 been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Ralston Purina Co)
SEC Documents; Undisclosed Liabilities. (a) The Company has filed with or furnished or filed to the SEC, true and complete copies of all forms, reports, schedules, formsstatements, statements certificates and other documents (including exhibits and other information incorporated therein) required to be filed or furnished or filed by the Company with the SEC it since January April 1, 2012 (such documents2006, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of SOX and under the Exchange Act or the Securities ActAct of 1933, as amended (the case may be"Securities Act") (collectively, and the rules and regulations of the SEC promulgated thereunder applicable to such "Company SEC Document and (ii) did not at the time it was filed (or Documents"). As of its respective date, and, if amended or superseded by a filing or amendment prior to amended, as of the date of this Agreementthe last such amendment, then at the time of such filing each Company SEC Document, including any financial statements or amendment) schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document, or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading. As of their respective dates, and if amended or restated, as of the date of such respective amendments or restatements, the Company SEC Documents complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 ("SOX"), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company Subsidiaries is, or at any time since April 1, 2006, has been, required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements of the Company included in the Company SEC Documents complied at (the time it was filed as to form "Financial Statements") (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto such requirements, was (y) has been prepared in accordance with GAAP the United States generally accepted accounting principles (except"GAAP"), in the case of unaudited statementsall material respects, 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 Financial Statements or in the notes thereto) to the Financial Statements and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and the absence of footnote disclosure).
(c) Except (i) as reflected or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iiiz) for liabilities fairly presents, in all material respects, the consolidated financial position and obligations incurred as permitted by this Agreementthe consolidated results of operations and cash flows (and changes in financial position, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseif any) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer its consolidated Company Subsidiaries as of the Company (or each former chief executive officer of date and for the Company and each former chief financial officer of periods referred to in the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXFinancial Statements.
(e) 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 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 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.
(gb) Neither the Company nor any of the 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 contract or arrangement (including any Contract or arrangement contract relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, hand or any “"off-balance sheet arrangements” " (as defined in Item 303(a) of Regulation S-S K under of the Exchange ActSEC)), where the result, purpose or intended effect of such Contract arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s 's or such Company Subsidiary’s published 's audited financial statements or other the Company SEC Documents.
(hc) Since May As of the date of this Agreement, since March 31, 20132007, none neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company Board nor, to the Knowledge of the Company, the Company’s independent accountants's auditors has been advised of (i) any fact, the Company Board circumstance or the audit committee of the Company Board has received any oral or written notification of any (x) “change that is reasonably likely to result in a "significant deficiency” " or a "material weakness" (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company's internal controls over its consolidated financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (zii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company's internal controls over its consolidated financial reporting of the Companyreporting.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC pursuant to Sections 13(a) and 15(d) of the Exchange Act since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”)2016.
(b) Each As of its respective date, each Company SEC Document (i) at filed with the time filed, SEC 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 Company SEC Document. Except to the extent that information contained in any Company SEC Document and (ii) did not at filed with the time it was filed (or if amended SEC has been revised or superseded by a filing or amendment later filed Company SEC Document filed at least two Business Days prior to the date hereof, none of this Agreement, then at the time of such filing or amendment) contain Company SEC Documents filed with the SEC contained any untrue statement of a material fact or omit omits 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 the Company included in the 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 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 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 the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as of March 31, 2018 included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31as permitted or contemplated by this Agreement, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreementsince March 31, 2018 in the ordinary course of business, and (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any 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 the Company and its consolidated Subsidiaries (or in the aggregatenotes thereto), have had or other than those that would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 and its Subsidiaries’ 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 and its Subsidiaries’ 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 the Company’s properties or assetsand its Subsidiaries’ 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 under 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Transaction Agreement (Dover Downs Gaming & Entertainment Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all material reports, schedules, prospectuses, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed pursuant to (i) Sections 13(a) and 15(d) of the Exchange Act by the Company with the SEC since January 1, 2012 2015 and (such documents, together with any documents filed ii) applicable Canadian securities Laws with the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-KCSA (clauses (i) and (ii), but excluding the Joint Proxy Statement and the Form S-4collectively, being collectively referred to as the “Company SEC Documents”).
(b) Each 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 and CSA 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 SOX and the Securities Act, the Exchange Act or the Securities Actapplicable Canadian securities Laws, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such 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 and CSA, as the case may be, 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 consolidated .
(c) The financial statements (including, in each case, the notes thereto, where applicable) of the Company and the Company Subsidiaries included in the Company SEC Documents when filed (i) have been prepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries, (ii) 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 accordance with GAAP 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 indicated in the notes thereto, where applicable) and (iii) fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows and changes in stockholders’ deficit for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to customary and normal (in nature and amount) year-end audit adjustmentsadjustments and the absence of footnotes as permitted by GAAP).
(cd) Except (i) as reflected or reserved against in the Company’s consolidated audited balance sheet of the Company, as of May December 31, 2013 (2016, or the notes thereto) as , included in the Filed Company SEC DocumentsDocuments (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligation of any nature whatsoever (iiwhether accrued, absolute, contingent or otherwise and whether due or to become due) for other than (i) liabilities and or obligations incurred since May 31, 2013 in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (ii) liabilities or obligations incurred in connection with the Transactions and (iii) for liabilities and or obligations incurred that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Except as permitted by this Agreementdisclosed in the Company SEC Documents, neither the Company nor any Company Subsidiary has maintains 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of creditoff-balance-sheet arrangement” to directors or executive officers within the meaning of Section 402 Item 303 of SOXRegulation S-K of the Securities Act.
(e) The Company maintains and Company Subsidiaries have established and maintained a system of “internal control over financial reporting” reporting (as defined in Rules 13a-15(f) and 15d-15(f) of Rule 13a-15 under the Exchange Act) sufficient to ). Such internal controls 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 regarding the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition reliability of the Company’s properties financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. From January 1, 2015 to the date of this Agreement, neither the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting firm, has identified or assetsbeen made aware of (x) any significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, or (y) any fraud, whether or not material, that involves (or involved) the management or other employees of the Company who have (or had) a significant role in the Company’s internal controls. 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.
(f) The “Company has established and maintains disclosure controls and procedures” procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of Rule 13a-15 under the Exchange Act) utilized by the Company ), which are reasonably designed to ensure that all material information (both relating to the Company required to be included in reports filed under the Exchange Act, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer, and non-financial) such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be disclosed by the Company in the reports that it files or submits to the SEC 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 reportsSEC.
(g) Neither Since January 1, 2015, neither the Company nor any Company Subsidiary has made any prohibited loans to any executive officer of the 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 the Company and any of 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 other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K Rule 3b-7 under the Exchange Act)), where ) or director of the result, purpose Company. There are no outstanding loans or intended effect other extensions of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, credit made by the Company or any of Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Company Subsidiaries in the Company’s Exchange Act) or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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 director of the Company.
(ih) None The Company is a “reporting issuer” within the meaning of applicable Canadian securities Laws in all provinces of Canada and is not on the list of reporting issuers in default under applicable Canadian securities Laws. The Company is not in default of any material requirements of applicable Canadian securities Laws or the rules and regulations of the Toronto Stock Exchange. No delisting, suspension of trading or cease trade or other order or restriction with respect to any Equity Interests of the Company Subsidiaries isis pending, in effect or, to the knowledge of the Company, has been threatened, and the Company is not currently subject to any formal review, enquiry, investigation or other proceeding by the Toronto Stock Exchange, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) member of the Exchange ActCSA, relating to any such order or restriction or otherwise.
Appears in 1 contract
Sources: Merger Agreement (Neulion, Inc.)
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each since February 2, 2021 and prior to the date of this Agreement. As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of SOX and the Exchange Act, the Securities Act or the Securities S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and, except to the extent that information contained in such Company SEC Document and (ii) did not at the time it was filed (or if amended has been revised, amended, modified or superseded by a filing or amendment (prior to the date of this Agreement) by a later filed Company SEC Document, 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 the light of the circumstances under which they were made, not misleading. Each of the .
(b) The consolidated financial statements of the Company included in filed with the Company SEC Documents complied at (the time it was filed “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. The Company Financial Statements fairly present the financial condition and the results of operations, was cash flows and changes in stockholders' equity of the Company (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company Financial Statements, all in accordance with GAAP. The Company Financial Statements: (i) have been prepared from the books and records of the Company and the Company Subsidiaries in accordance with GAAP consistently applied during the periods covered thereby (exceptexcept as otherwise disclosed therein and, in the case of unaudited statements, interim financial statements as may be permitted by the SEC for Quarterly Reports on Form 10-Q of the SECQ); (ii) applied on a consistent basis during the periods involved are complete and correct in all material respects; and (except as may be indicated in the notes theretoiii) and fairly presented present in all material respects the consolidated financial position condition and the results of operations, cash flows and changes in stockholders’ equity of the Company (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company Financial Statements. The books and records of the Company and its consolidated Subsidiaries as the Company Subsidiaries, are true and complete in all material respects, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the dates thereof transactions 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)actions therein described.
(c) Except (i) as reflected or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither Neither the Company nor any Company Subsidiary has any liabilities or obligations of any a nature (whether accrued, absolute, contingent or otherwise) that, individually required by GAAP to be reflected on a consolidated balance sheet of the Company or in the aggregatenotes thereto, have had except (i) as disclosed, reflected or reserved against in the most recent balance sheet included in the Company Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business since the date of the most recent balance sheet included in the Company Financial Statements, (iii) arising pursuant to this Agreement or the Ancillary Agreements or incurred in connection with the Transactions, (iv) fees and expenses payable to any accountant, outside legal counsel or financial advisor which are incurred in connection with the negotiation of this Agreement or the consummation of the Transactions, or (v) as would reasonably not be expected material to have the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. This representation shall not be deemed breached as a result of changes in GAAP or in Law after the date hereof.
(d) Each The Company maintains, and at all times since February 2, 2021, has maintained, a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) reasonably designed 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 chief executive officer assets of the Company and the chief financial officer of the Company Subsidiaries; (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicableii) 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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) GAAP and that transactions receipts and expenditures are executed being made only in accordance with the authorization authorizations of management and the Company Board; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company and the Company Subsidiaries that could have a material effect on the financial statements. The Company’s properties or assetsmanagement has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) for the year ended December 31, 2022, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective.
(fe) The “Company maintains, and at all times since February 2, 2021, has maintained disclosure controls and procedures” (procedures as defined in Rules 13a-15(e) and 15d-15(e) of required by Rule 13a-15 or 15d-15 under the Exchange Act) utilized by the Company Act that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the Company’s 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 Company’s management of the Company, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief principal executive officer of the Company and chief the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the Nasdaq.
(g) Neither Except for matters resolved prior to the date hereof, since February 2, 2021, (i) none of the Company, any Company Subsidiary or any of their respective directors or officers, nor, to the Knowledge of the Company, any of their respective employees, auditors, accountants or other Representatives has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company and the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company and the Company Subsidiaries have engaged in questionable accounting or auditing practice, except as would not, individually or in the aggregate, reasonably be expected to be material to the preparation or accuracy of the Company’s financial statements and (ii) neither the Company nor any of the Company Subsidiaries is a party to, or Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of 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 other hand, or had any “off-balance sheet arrangementsmaterial weakness” (as defined in Item 303(a) or “significant deficiency” that has not been resolved to the satisfaction 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documentsauditors.
(h) Since May 31, 2013, none As of the Company, the Company’s independent accountantsdate hereof, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.Net Liabilities are as set forth on Exhibit D.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) 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 the Company with the SEC since January October 1, 2012 2002 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of 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 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 the Company included in the 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 GAAP 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 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) Except The Company’s principal executive officer and its principal financial officer have confirmed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company Board of Directors that between October 1, 2002 and the date of such confirmation: (i) as reflected there have not been any significant deficiencies and material weaknesses in the design or reserved against operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) there has been no 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. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated audited balance sheet as of May 31Subsidiaries, 2013 (or is made known to the notes thereto) as Company’s principal executive officer and principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Filed Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company SEC Documentsor any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, neither the Company nor any Company Subsidiary has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any Company Subsidiary.
(d) The Company is in compliance with the provisions of Section 13(b) of the Exchange Act. Neither the Company nor any of the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of the Company Subsidiaries, has (i) used any corporate or 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 violation of Section 30A of the Exchange Act or (ii) for liabilities and obligations incurred since May 31accepted or received any unlawful contributions, 2013 in payments, gifts or expenditures. Since the ordinary course Company’s proxy statement dated January 28, 2005, no event has occurred that would be required to be reported pursuant to Item 404 of business and Regulation S-K promulgated by the SEC.
(iiie) for liabilities and obligations incurred as permitted by this AgreementSince October 1, 2002, neither the Company nor any of the Company Subsidiaries nor any of their respective directors or officers, nor to the Company’s knowledge any of their employees, auditors or accountants has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices. Since October 1, 2002, 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 Board of Directors of the Company or any committee thereof or to any director or officer of the Company.
(f) Neither the Company nor any 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 aggregate, have had notes thereto except for such liabilities or would obligations that are not reasonably be expected likely to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January October 1, 2012 2002 been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) 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 filed or furnished or filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) and the Exchange Act since January 1, 2012 2013 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each 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 complied as to form, and each Company SEC Document filed after the time date of this Agreement will, when filed, complied comply, in all material respects with the requirements of SOX and the Exchange Securities Act or the Securities Exchange Act, as the case may be, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder applicable to such 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. As of 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 made by the Company with the SEC. The Company has made available to Parent 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 Company SEC Documents and all written responses of the Company thereto through the date of this Agreement, other than those letters publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“E▇▇▇▇”).
(c) Each of the (i) audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes and schedules thereto) of the Company included in the Company SEC Documents complied at and (ii) the time it was filed unaudited consolidated financial statements of the Company for the twelve months ended December 31, 2015 included in Section 3.6(c) of the Company Disclosure Letter (the “2015 Unaudited Financial Statements”)
(i) has been prepared from, and in accordance with, the books and records of the Company and the Company Subsidiaries, (ii) complies as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (iii) has been prepared in all material respects in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of otherwise indicated in the SECnotes thereto) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly presented present in all material respects the consolidated financial position of 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). The audited consolidated financial statements of the Company for the year ended December 31, 2015 filed with the Company’s Annual Report on Form 10-K for the period ended December 31, 2015 subsequent to the date hereof shall be substantially similar to the 2015 Unaudited Financial Statements.
(cd) Except (i) as reflected or reserved against in the Company’s consolidated audited balance sheet of the Company, as of May December 31, 2013 (2015, or the notes thereto) as , included in the Filed Company SEC Documents, (iiSection 3.6(c) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor Disclosure Letter (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that, individually or required to be disclosed in a balance sheet prepared in accordance with GAAP (including in the aggregate, have had notes thereto) other than (i) liabilities or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each obligations incurred in the ordinary course of business since the chief executive officer date of the Company Balance Sheet, (ii) liabilities or obligations incurred in connection with the Transactions, and the chief financial officer of the Company (iii) liabilities or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 obligations arising under the Exchange Act and Sections 302 and 906 terms of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None of (but not from any breach or default under) any Contract binding upon the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXSubsidiaries.
(e) 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) that is 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 accordance with GAAP. No significant deficiency, consistently appliedmaterial weakness or fraud that involves management or other employees was identified in management’s assessment of internal controls as of December 31, (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 the Company’s properties or assets.
(f) 2015. The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of by Rule 13a-15 or 15d-15 under the Exchange Act) utilized by the Company are reasonably designed ). Such disclosure controls and procedures are, in all material respects, effective 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 on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC to allow timely decisions regarding required disclosure within the time periods specified in the SEC’s rules and forms of the SEC forms, 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 and the Securities Act. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to such reports.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other outside auditors and the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee Audit Committee of the Company Board has received any oral or written notification of any (xA) “all significant deficiency” deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting of that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (yB) “material weakness” in the internal controls over financial reporting of the Company or (z) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls control over financial reporting reporting, all of which information described in clauses (A) and (B) above has been disclosed by the Company to Parent prior to the date of this Agreement.
(f) 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.
(i, as applicable) None have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX and the rules and regulations of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject SEC promulgated thereunder with respect to the reporting requirements Company SEC Documents, and the statements contained in such certifications were and are true and complete on the date such certifications were made. For purposes of Section 13(a) or 15(d) of this Agreement, “principal executive officer” and “principal financial officer” shall have the Exchange Actmeanings given to such terms in SOX.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The 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 or filed by the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of SOX and under the Exchange Act or the Securities ActAct or otherwise with the SEC. At the time filed (or, as in the case may beof registration statements, and solely on the rules and regulations dates of effectiveness) (except to the SEC promulgated thereunder applicable to such extent amended by a subsequently Filed 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 in which case as of the time date of the last such filing or 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, as the case may be and did not 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 the Company included or incorporated by reference in the 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 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 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 the Company’s consolidated audited balance sheet of the Company, as of May 31September 30, 2013 (2021, or the notes thereto) as , included in the Filed Company SEC DocumentsDocuments (such balance sheet and the notes thereto, (ii) for liabilities and obligations incurred since May 31the “Company Balance Sheet”), 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor and the Company Subsidiaries (including the Managed Professional Corporations) do not have any Company Subsidiary has any liabilities liability 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 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 the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) The Company has established and maintains a system of “internal control disclosure controls and procedures 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 required by the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Exchange 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 the Company procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by 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 the Company, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required 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 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 assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to such reports.
(g) Neither the Company nor any permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the 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 the Company and any are being made only in accordance with appropriate authorizations of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other management and the Company SEC Documents.
Board; and (hiii) Since May 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 Form 10-K for the fiscal year ended December 31, 20132020 to the date of this Agreement, none neither the Company’s auditors, to the Knowledge of the Company, the Company’s independent accountants, nor the Company Board has been advised in writing of (i) any significant deficiencies or the audit committee of the Company 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 the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (zii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls control over financial reporting of reporting, and, in each case, to the Company.
(i) None of ’s Knowledge, neither the Company Subsidiaries is, or nor any of its Representatives has at any time since January 1, 2012 been, subject failed to disclose such information to the reporting requirements of Section 13(a) Company’s auditors or 15(d) of the Exchange ActCompany Board.
Appears in 1 contract
Sources: Merger Agreement (SOC Telemed, Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Since April 3, 2019, 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 the Company with the SEC since January 1on a timely basis pursuant to the Securities Act of 1933, 2012 as amended (such documents, together with any the rules and regulations promulgated thereunder, the “Securities Act”), or the Exchange Act (collectively, and, in each case, including all exhibits and schedules thereto and documents filed with incorporated by reference therein, as such statements and reports may have been amended since the SEC during such period by date of their filing and prior to the Company on a voluntary basis on a Current Report on Form 8-Kdate hereof, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Company SEC Documents”). No subsidiary of the Company is, or has at any time since April 3, 2019 been, required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC. Except as set forth in Section 4.06(e) of the Company Disclosure Letter, (i) the Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Documents, (ii) as of the date hereof, neither the Company nor any of its officers has received notice, whether written or oral, from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications and (iii) 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 and, to the knowledge of the Company, there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case, regarding any accounting practices of the Company or any subsidiary of the Company.
(b) Each 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 SOX and the Securities Act, the Exchange Act or and the Securities Act▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all rules and regulations promulgated by the SEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such 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 of ; provided, however, 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 condensed financial statements (including, in each case, the notes thereto) of the Company included or incorporated by reference in the 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 with the published rules and regulations of the SEC with respect thereto, was (ii) were prepared in all material respects in accordance with 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 the Company and its consolidated Subsidiaries 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 the Company’s consolidated audited condensed balance sheet of the Company as of May 31September 30, 2013 (2023, or the notes thereto) as , included in the Filed Company SEC DocumentsDocuments (such balance sheet and the notes thereto, (ii) for liabilities and obligations incurred since May 31the “Company Balance Sheet”), 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor and its subsidiary do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent contingent, fixed or otherwise) that, individually other than (i) liabilities or obligations incurred in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each ordinary course of business since the chief executive officer date of the Company and the chief financial officer Balance Sheet (none of which related to any breach of contract, breach of warranty, tort, infringement, misappropriation or any other action), (ii) liabilities that are executory performance obligations arising under Contracts to which the Company is a party (or each former chief executive officer of other than to the Company and each former chief financial officer of extent arising from a breach thereof by the Company), as applicable(iii) has made all applicable certifications liabilities or obligations not required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained be disclosed in such certifications are true and accurate. None a consolidated balance sheet of the Company or any in the notes thereto prepared in accordance with GAAP and the rules and regulations of the Company Subsidiaries has outstandingSEC applicable thereto, and (iv) liabilities or has arranged any outstanding, “extensions of credit” to directors or executive officers within obligations incurred in connection with the meaning of Section 402 of SOXTransactions.
(e) 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 that (i) are designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, (ii) 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’s subsidiaries, (iii) provide reasonable assurance (A) 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 are executed being made only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition authorizations of the Company’s properties or assets.
management and the Company Board and (fiv) are effective in all material respects to perform the functions for which they were established. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) Company’s management has completed an assessment 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 effectiveness 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting required pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 for the fiscal year ended December 31, 2022, and each 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 December 31, 2022 to the Agreement Date, neither the Company nor the Company’s auditors have identified (yi) “any significant deficiencies or material weakness” weaknesses in the design or operation of internal controls control over financial reporting of that are reasonably likely to adversely affect the Company 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 the Company who have a significant role in the Company’s internal controls control over financial reporting reporting. Except as set forth in Section 4.06(e) of the CompanyCompany Disclosure Letter, the Company is in compliance in all material respects with the applicable listing and other rules and regulations of Nasdaq. The books and records of the 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 (or drafts thereof requiring final approval) of all meetings and written consents of the Company Board and each committee thereof since April 3, 2019 through the Agreement Date; provided, however, 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 The Company Subsidiaries ishas not effected, entered into or has at created any time since January 1, 2012 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).
(g) As of the Agreement Date, the Company has paid all fees and expenses that are due and payable arising out of, or in connection with, all pre-clinical and clinical trials and clinical studies that the Company has participated in (other than with respect to immaterial amounts that are disputed in the ordinary course of business).
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each Company . As of their respective dates, the SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of SOX the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the Exchange S▇▇▇▇▇▇▇-▇▇▇▇▇ Act or of 2002 (the Securities “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company 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 the Company included in the Company 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 GAAP 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 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 the Company’s consolidated audited balance sheet as of May 31Since June 30, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement2013, neither the Company nor any Company 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the Company its Subsidiaries is a party tois, or has been at any commitment to become time since June 30, 2011, a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction securitization transactions or relationship between or among the Company and any of 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 other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) 303 of Regulation S-K under of the Exchange Act)), ) or any similar arrangements where the result, purpose or intended effect of such Contract 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) 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 date of this Agreement, remains confidential.
(e) The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Documents filed since such certifications have been required and such filings were true and correct in all material respects when made. Nothing has come to the attention of the principal executive officer or principal financial officer of the Company Subsidiaries 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 section, “principal executive officer” and “principal financial officer” shall have the meanings given to such Company Subsidiary’s published financial statements or other terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since June 30, 2011, neither the Company SEC Documentsnor any of its Subsidiaries has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(hf) Since May 31, 2013, none The Company has implemented and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act which (i) are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Company, ’s filings with the SEC and other public disclosure documents; and (ii) ensures that material information is accumulated and communicated to the Company’s independent accountantsmanagement as appropriate to allow timely decisions regarding required disclosure. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the Company Board or date hereof, to the Company’s auditors and the audit committee of the Board of the Company Board has received any oral or written notification of any (x) “any significant deficiency” deficiencies and material weaknesses in the design or operation of internal controls over financial reporting of that 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 the Company or (z) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting of the Companyreporting.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or timely 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 the Company with the SEC since January 1and including October 28, 2012 1999 (such documentscollectively, together with any documents filed with the SEC during such period by 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 “"Company SEC Documents”").
(b) Each . As of their respective dates, the Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of 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 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 the Company included in the 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 ("Accounting Rules"), with respect thereto, was are complete and correct in all material respects in accordance with the books and records of the Company and its Subsidiaries, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) Accounting Rules), 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 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 year-end audit adjustments).
(c) . Except (i) as reflected or reserved against in such financial statements, in the Company’s consolidated audited balance sheet as of May 31, 2013 (notes thereto or the notes thereto) as included elsewhere in the Company Filed Company SEC Documents, Documents or (ii) for liabilities and obligations incurred since May 31, 2013 in connection with this Agreement or the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreementtransactions contemplated hereby or thereby, neither the Company nor any Company 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of the Company 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Allied Riser Communications Corp)
SEC Documents; Undisclosed Liabilities. (ai) The Company Sears has furnished or filed all required reports, schedules, forms, registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 29, 2012 2002 (such documents, together with any documents filed the "Sears SEC Documents"). As of their respective dates of filing with the SEC during (or, if amended or superseded by a filing prior to the date hereof, as of the date of such period by filing), 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 “Company Sears SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of 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 Company Sears SEC Document Documents, and (ii) did not at none of the time it was Sears 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 the Company Sears included in the Company Sears SEC Documents complied at the time it was filed as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly presented present in all material respects the consolidated financial position of the Company Sears and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in stockholders' equity and cash flows of such companies as of the dates and for the periods shown (subjectshown. As of the date hereof, in there are no outstanding written comments from the case SEC with respect to any of unaudited statements, to normal year-end audit adjustments)the Sears SEC Documents.
(cii) Except for (iA) as those liabilities that are appropriately reflected or reserved against for in the Company’s consolidated audited balance sheet as financial statements of May 31, 2013 (or the notes thereto) as Sears included in its Quarterly Report on Form 10-Q for the Filed Company fiscal quarter ended October 2, 2004, as filed with the SEC Documentsprior to the date hereof, (iiB) for liabilities and obligations incurred since May 31October 2, 2013 2004 in the ordinary course of business and consistent with past practice, (iiiC) for liabilities and obligations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Sears, (D) liabilities incurred as pursuant to the transactions contemplated by, or permitted by by, this Agreement, neither and (E) liabilities or obligations discharged or paid in full prior to the Company nor any Company Subsidiary has date hereof in the ordinary course of business consistent with past practice, Sears and its Subsidiaries do not have, any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise) that, individually or that are required to be reflected in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 Sears's 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 the Company’s properties or assetsgenerally accepted accounting principles.
(f) 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company CTI has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC required to be furnished or filed by pursuant to the Company with Exchange Act and the SEC rules and regulations promulgated thereunder since January 1, 2012 1997 (such documentsthe "CTI SEC Documents"). CTI has not filed, together with and has not been required to file, any reports, schedules, forms, statements or other documents filed with pursuant to the SEC during such period by Security Act of 1933, as amended (the Company on a voluntary basis on a Current "Securities Act") and the rules and regulations promulgated thereunder since January 1, 1997. As of their respective dates and except to the extent that disclosures contained in CTI's Annual Report on Form 810-KK for the fiscal year ended December 31, but excluding 1998 revised or superseded disclosures in CTI SEC Documents filed prior to such filing, the Joint Proxy Statement and the Form S-4, being collectively referred to as the “Company CTI SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents 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 Company CTI SEC Document Documents, and (ii) did not at none of the time it was CTI 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 CTI SEC Document has been revised or superseded by a later filed CTI SEC Document and except as set forth in Schedule 3.4(a), none of the consolidated CTI 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 the Company CTI included in the Company CTI SEC Documents complied at consisting of CTI's Annual Report on Form 10-K for the time it was fiscal year ended December 31, 1998 and all such other CTI SEC Documents filed and publicly available since December 31, 1998 and prior to the date of this Agreement (the "CTI Filed SEC Documents") comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements re- quirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with GAAP generally accepted accounting principles (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 CTI and 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 the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as financial statements included in the CTI Filed Company SEC Documents, Documents or in the notes thereto or (ii) for liabilities and obligations incurred since May 31, 2013 in connection with this Agreement or the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, Contemplated Transactions neither CTI nor the Company nor any 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 are reasonably be expected likely to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of 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 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company Investor has furnished or filed all required reports, schedules, formsstatements, statements forms and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2012 2002 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
. As of their respective dates of filing with the SEC (b) Each Company or, if amended or superseded by a filing prior to the date hereof, as of the date of such amendment or superseding filing), the SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of 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 Company SEC Document Documents, and (ii) did not at none of the time it was 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 the Company Investor included in the 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 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 the Company Investor and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of such companies as of the dates and for the periods shown (subjectshown. As of the date hereof, in there are no outstanding written comments from the case SEC with respect to any of unaudited statements, to normal year-end audit adjustments)the SEC Documents.
(cb) Except (i) as reflected There are no Liabilities of the Investor or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations its Subsidiaries of any nature (nature, whether accrued, contingent, absolute, contingent determined, determinable or otherwise) that, individually or that are required to be reflected in the aggregate, have had or Investor’s financial statements in accordance with GAAP and that in the aggregate would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither the Company nor any of the 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 the Company and any of the Company Subsidiaries, Effect on the one handInvestor, 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, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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.
than (i) None Liabilities that are appropriately reflected or reserved for in the consolidated financial statements of the Company Subsidiaries isInvestor included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, or has at any time since January 12004, 2012 been, subject as filed with the SEC prior to the reporting requirements date hereof, (ii) Liabilities incurred since September 30, 2004 in the ordinary course of Section 13(abusiness consistent with past practice, (iii) Liabilities incurred pursuant to the Contemplated Transactions, and (iv) Liabilities discharged or 15(d) paid in full prior to the date hereof in the ordinary course of the Exchange Actbusiness consistent with past practice.
Appears in 1 contract
Sources: Contribution and Membership Interest Purchase Agreement (Directv Group Inc)
SEC Documents; Undisclosed Liabilities. (a) The Since January 1, 2016, 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 the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each 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 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 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 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. The Company has made available to Parent true and complete copies of all comment letters from the staff of the SEC relating to the Filed Company SEC Documents and all written responses of the Company thereto through the date of this Agreement. None of the Company Subsidiaries is, or has at any time since January 1, 2016 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 the Company included in the 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 accordance with 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 indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of 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 the Company’s consolidated audited balance sheet of the Company, as of May 31December 29, 2013 (2017, or the notes thereto) as , included in the Filed Company SEC DocumentsDocuments (such balance sheet and the notes thereto, (ii) for liabilities and obligations incurred since May 31the “Company Balance Sheet”), 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor and the Company Subsidiaries do not have any 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 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 Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company. Since January 1, 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 Company SEC Documents2016, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 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.
(g) Neither neither the Company nor any of the Company Subsidiaries has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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.
(d) 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 Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. The Company has disclosed, based on its most recent evaluation of its disclosure controls and procedures and internal control over financial reporting prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies and 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 and (B) 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 has made available to Parent (i) a summary of any such disclosure made by management of the Company to its auditors and audit committee on or after January 1, 2017 and (ii) any material communication on or after January 1, 2016 made by management of the Company or its auditors to the Audit Committee as required by the listing standards of the NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since January 1, 2017, the Company has not had any material dispute with its independent public auditor regarding any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Since January 1, 2017, to the Knowledge of the Company, the Company has not had any material complaints on its Ethics Hotline or any other material complaints in writing from any source regarding accounting, internal accounting controls or auditing matters or compliance with Law, including from Company employees regarding questionable accounting, auditing or legal compliance matters.
(e) Neither the Company nor any 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 or relationship between or among the Company and any of 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 other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under promulgated by the Exchange ActSEC (“Regulation S-K”)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries Subsidiary in the Company’s or such Company Subsidiary’s published financial statements or other the any Company SEC Documents.
(hf) Since May 31, 2013, none The Company is in compliance in all material respects with the applicable listing and governance rules and regulations of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) 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 CompanyNYSE.
(i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (CSRA Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Since January 1, 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 or filed by the Company with the SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by 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 “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of SOX and under the Exchange Act or the Securities ActAct (“Filed Company SEC Documents”). At the time filed or furnished (or, as in the case may beof registration statements, and solely on the rules and regulations dates of effectiveness) (except to the SEC promulgated thereunder applicable to such extent amended by a subsequently Filed 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 in which case as of the time date of such filing or amendment) ), each Filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be and did not 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 No Company Subsidiary is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC. 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, whether written or oral, 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 and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case, regarding any accounting practices of the Company or any Company Subsidiary. None of the Company Subsidiaries is, or has at any time since January 1, 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 the Company included or incorporated by reference in the 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 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 presented and (except as may be indicated in the notes theretoiii) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly financial statements, to normal year-end audit adjustments, none of which is material individually or in the aggregate).
(c) Except (i) as reflected or reserved against in the Company’s consolidated audited balance sheet of the Company, as of May 31June 30, 2013 (2022, or the notes thereto) as , included in the Filed Company SEC DocumentsDocuments (such balance sheet and the notes thereto, (ii) for liabilities and obligations incurred since May 31the “Company Balance Sheet”), 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any and the Company Subsidiary has Subsidiaries do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent contingent, fixed or otherwise), known or unknown, other than (i) thatliabilities or obligations incurred in the ordinary course of business 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 (A) Company Material Adverse Effect or (B) a Company Impairment 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 the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the 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 Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the 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) 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 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 the Company’s properties or assets.
(f) The “disclosure controls and procedures” over financial reporting (as such terms are defined in Rules Rule 13a-15(e) and Rule 15d-15(e) of under the Exchange Act) utilized as required by the Company Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by 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 information required to be disclosed is accumulated and communicated to the Company’s management of the Company, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect to such reports▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(ge) Neither the The Company nor any has established and maintains a system of the 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 the Company and any of 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 other hand, or any “off-balance sheet arrangements” internal controls over financial reporting (as defined in Item 303(aRules 13a-15(f) and 15d-15(f) of Regulation S-K under the Exchange Act))) that are sufficient in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, where including policies and procedures that (i) require the resultmaintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and each Company Subsidiary; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP; (iii) that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and the Company Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, purpose use or intended effect disposition of the assets of the Company. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting required pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since the year ended December 31, 2019, and such Contract is 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 December 31, 2019 to avoid disclosure the date of any material transaction involvingthis Agreement, or material liabilities ofthe Company, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(h) Since May 31, 2013, none of the CompanySubsidiaries, the Company’s independent accountants, registered auditors and the Company Board have not identified or the audit committee been advised of the 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 which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, (yii) “material weakness” in the internal controls over financial reporting of the Company or (z) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls control over financial reporting or (iii) any claim or allegation regarding the foregoing clauses (i) and (ii), and, in each case, neither the Company nor, to the Knowledge of the Company, any of its Representatives has failed to disclose such information to the Company’s auditors or the Company Board. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Filed Company SEC Documents.
(if) None Except as set forth in Section 4.6(f) of the Company Subsidiaries isDisclosure Letter, or has at (i) the Company is listed on Nasdaq and in compliance with the rules for companies to be so listed, and (ii) the Company is in compliance in all material respects with any time since January 1provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of Nasdaq, 2012 beenin each case, subject that are applicable to the reporting requirements of Section 13(a) or 15(d) of the Exchange ActCompany.
Appears in 1 contract