Merger and the other transactions contemplated herein do not and will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or
any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or
without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Company Material Contract, other than, in the case of clauses (ii) and
(iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not be reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect.
Section 3.5 Reports and Financial Statements.
(a) The Company has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with
the SEC on a timely basis since January 1, 2021 (together with any documents so filed or furnished during such period on a voluntary basis, in each case as may have been amended, the Company SEC Documents). Each of the
Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act and the rules and regulations promulgated under any such law, as the case may be.
As of the date filed or furnished with the SEC, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
(b) The consolidated financial statements (including all
related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and
the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and
to any other adjustments described therein, including the notes thereto) and were prepared in conformity with GAAP (except, in the case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods
referred to therein (except as may be indicated therein or in the notes thereto).
Section 3.6 No
Undisclosed Liabilities. Except (a) as disclosed, reflected or reserved against in the consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2022 (or the notes thereto) or as disclosed in the audited
consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2021 (or the notes thereto), (b) for liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions
contemplated herein, (c) for liabilities and obligations incurred in the ordinary course of business since March 31, 2022, and (d) for liabilities or obligations incurred at Purchaser or any of its Subsidiaries, neither the Company
nor any Subsidiary of the Company has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries,
other than as does not constitute, individually or in the aggregate, a Company Material Adverse Effect.
Section 3.7 Absence of Certain Changes or Events. Since March 31, 2022, through the date
hereof, there has not occurred any Company Material Adverse Effect.
Section 3.8 Compliance with
Law; Permits.
(a) The Company and its Subsidiaries are, and since January 1, 2021, have been, in compliance with all Laws
applicable to the Companys business, except where such non-compliance would not be reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect.
(b) The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances,
exceptions, consents, certificates, registrations, approvals and orders of any
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