Additional Reports and Information. The Bidder shall furnish to the Company copies of all reports of the type referred to in Section 3.4 which it files with the SEC on or after the date hereof, and the Bidder represents and warrants that as of the respective dates thereof, such reports 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 therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present the financial position of the Bidder and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows or other information included therein for the periods or as of the date then ended (subject, in the case of the interim financial statements, to normal, recurring adjustments), in each case in accordance with past practice and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Dexter Corp), Agreement and Plan of Merger (Life Technologies Inc)
Additional Reports and Information. (a) The Bidder Company and Parent shall each furnish to the Company other copies of all any reports of the type referred to in Section Sections 3.4 and 4.4 which it files with the SEC on or after the date hereof, and each of the Bidder Company and Parent, as the case may be, represents and warrants that as of the respective dates thereof, such reports 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 statement therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present the financial position of the Bidder Company and its consolidated Subsidiaries or Parent and its consolidated Subsidiaries, as the case may be, as of the dates thereof and the results of operations and cash flows changes in financial position or other information included therein for the periods or as of the date then ended (subject, in the case of the interim financial statementswhere appropriate, to normal, recurring normal year-end adjustments), in each case in accordance with past practice and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alltel Corp), Agreement and Plan of Merger (360 Communications Co)
Additional Reports and Information. (a) The Bidder Company shall furnish to the Company Alcoa copies of all reports of the type referred to in Section 3.4 which it files with the SEC on or after the date hereof, and the Bidder Company represents and warrants that as of the respective dates thereof, such reports 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 therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present the financial position of the Bidder Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows or other information included therein for the periods or as of the date then ended (subject, in the case of the interim financial statements, to normal, recurring year-end adjustments), in each case in accordance with past practice and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reynolds Metals Co), Agreement and Plan of Merger (Alcoa Inc)
Additional Reports and Information. (a) The Bidder Company shall furnish to the Company Parent copies of all reports of the type referred to in Section 3.4 which it files with the SEC on or after the date hereof, and the Bidder Company represents and warrants that as of the respective dates thereof, such reports 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 therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present the financial position of the Bidder Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows or other information included therein for the periods or as of the date then ended (subject, in the case of the interim financial statements, to normal, recurring adjustmentsyear-end adjustments and the absence of footnotes), in each case in accordance with past practice and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aluminum Co of America), Alumax Inc
Additional Reports and Information. The Bidder Company shall ---------------------------------- furnish to the Company Parent copies of all reports of the type referred to in Section 3.4 which SEC Reports that it files with the SEC on or after the date hereof, and the Bidder Company represents and warrants that as of the respective dates thereof, such reports 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 therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present the financial position of the Bidder and its consolidated Subsidiaries Company, as of the dates thereof and the results of operations and cash flows or other information included therein for the periods or as of the date then ended (except as may be indicated in the notes thereto and subject, in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments), in each case in accordance with past practice and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto)involved.
Appears in 1 contract
Additional Reports and Information. The Bidder Company shall furnish to the Company Parent copies of all reports of the type referred to in Section 3.4 which it or Life Technologies files with the SEC on or after the date hereof, and the Bidder Company represents and warrants that as of the respective dates thereof, such reports 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 therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present the financial position of the Bidder Company and its consolidated Subsidiaries or Life Technologies and its consolidated Subsidiaries, as the case may be, as of the dates thereof and the results of operations and cash flows or other information included therein for the periods or as of the date then ended (subject, in the case of the interim financial statements, to normal, recurring year-end adjustments), in each case in accordance with past practice and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 1 contract
Samples: Isp Opco Holdings Inc