Common use of SEC Matters Clause in Contracts

SEC Matters. (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

SEC Matters. (a) Buyer The Company has filed timely filed, within the time periods or furnishedextensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, on a timely basis and the rules and regulations thereunder, all forms, statements, certifications, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act since January June 1, 2005 2010 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates thereunder, and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC ReportsAct. Such disclosure controls and procedures are adequate designed to provide reasonable assurance that all material information concerning the Company and effective to ensure that information its Subsidiaries required to be disclosed by Buyer, including information relating to its consolidated Affiliates, the Company in the Company Reports is recorded and reported made known on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each the individuals responsible for the preparation of the consolidated Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the Company Board regarding the reliability of financial reporting and the preparation of financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared external purposes in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinGAAP.

SEC Matters. (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 (in the “Applicable Date”) last three years (the forms, statements, reports and documents filed, furnished or submitted since in the Applicable Date last three years and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted submitted, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Exchange Act, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports, except for such noncompliance that would not, individually or in the aggregate, reasonably be expected to result in a Buyer Material Adverse Effect. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Buyer SEC Reports did not not, and, with respect to Buyer SEC Reports filed or furnished after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made (or will be made), not misleading. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports filed in respect of periods from and after December 31, 2007 (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly fairly, in all material respects conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement their consolidated results of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared specified (subject to normal year-end adjustments in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereincase of any unaudited interim financial statements).

SEC Matters. (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 2012 (the “Applicable Date”) through the date hereof (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to through the date hereof including any amendments theretohereof, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted (or, if amended or superseded prior to the date of this Agreement as of the date of such amendment or superseding filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendmentamendment or superseding filing) the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) Buyer is in compliance compliance, and Buyer’s performance of its obligations hereunder shall be in all material respects compliance, with the applicable listing and corporate governance rules and regulations of the NYSENASDAQ. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated AffiliatesSubsidiaries, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”)Reports, together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

SEC Matters. (a) Buyer BlackRock has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, filed or furnished or submitted by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act"), since January December 1, 2005 2003 (the “"Applicable Date”") (the forms, statements, reports and documents filed, filed or furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer "BlackRock SEC Reports”"). Each of the Buyer BlackRock SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and any rules ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇s promulgated there▇▇▇▇▇ Act of 2002, and any rules and regulations promulgated thereunder applicable ▇▇▇▇▇▇▇▇le to the Buyer BlackRock SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment) the Buyer BlackRock SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) Buyer BlackRock is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.New York Stock Exchange, Inc. (c) Buyer BlackRock has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by BuyerBlackRock, including information relating to its consolidated Controlled Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer BlackRock and its Subsidiaries contained in the Buyer BlackRock SEC Reports (the “Buyer "BlackRock Financial Statements”"), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer BlackRock and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ ' equity and cash flows of Buyer BlackRock and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

SEC Matters. (a) Buyer has As of the Closing, Seller, as “successor registrant” of the Company, will have timely filed or furnishedfurnished all reports, as applicableschedules, on a timely basis all forms, statements, certifications, reports statements and other documents required to be filed, filed or furnished or submitted by it with or to the SEC under the Exchange Act or the Securities Act since January 1, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date completion of the Restructuring (together with all exhibits, financial statements and those filed or furnished subsequent to the date hereof including any amendments theretoschedules thereto and all information incorporated therein by reference, the “Buyer SEC ReportsDocuments”). Each of the Buyer SEC Reports, at the time As of its filing or being furnished or submitted date or, if amended, as of the date of the last such amendment, each SEC Document (other than any registration statement filed pursuant to the requirements of the Securities Act) complied in all material respects with the applicable requirements of the Securities Exchange Act, the Exchange Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and any rules and regulations promulgated thereunder applicable to such SEC Document and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Buyer SEC Reportsstatements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates (its effective date or, if amended prior to the date of this Agreementamended, as of the date of the last such amendment) , each SEC Document that is a registration statement filed pursuant to the Buyer requirements of the Securities Act complied in all material respects with the requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to such SEC Reports Document and did not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, therein not misleading. (b) Buyer is in compliance in Seller has timely responded to all material respects with the applicable listing and corporate governance rules and regulations comment letters of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in staff of the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliatesthe SEC Documents, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. None of the consolidated financial statements SEC Documents is, to the Knowledge of Buyer and its Subsidiaries contained in Seller, the Buyer subject of ongoing SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinreview.

SEC Matters. (a) Buyer The Company has filed timely filed, within the time periods or furnishedextensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, on a timely basis and the rules and regulations thereunder, all forms, statements, certifications, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 2009 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates thereunder, and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, except as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC ReportsAct. Such disclosure controls and procedures are adequate designed to provide reasonable assurance that all material information concerning the Company and effective to ensure that information its Subsidiaries required to be disclosed by Buyer, including information relating to its consolidated Affiliates, the Company in the Company Reports is recorded and reported made known on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each the individuals responsible for the preparation of the consolidated Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the Company Board regarding the reliability of financial reporting and the preparation of financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared external purposes in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinGAAP.

SEC Matters. (a) Buyer The Company has filed timely filed, within the time periods or furnishedextensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, on a timely basis and the rules and regulations thereunder, all forms, statements, certifications, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act since January October 1, 2005 2009 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates thereunder, and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC ReportsAct. Such disclosure controls and procedures are adequate designed to provide reasonable assurance that all material information concerning the Company and effective to ensure that information its Subsidiaries required to be disclosed by Buyer, including information relating to its consolidated Affiliates, the Company in the Company Reports is recorded and reported made known on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each the individuals responsible for the preparation of the consolidated Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the Company Board regarding the reliability of financial reporting and the preparation of financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared external purposes in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinGAAP.