Additional Reports. Company and Parent shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 and 5.06, which it files with the SEC on or after the date hereof, and Company and Parent, as the case may be, covenant and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of 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 changes in financial position or other information including therein for the periods or as of the date then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 12 contracts
Samples: Merger Agreement (Doubleclick Inc), Merger Agreement (Netcreations Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
Additional Reports. The Company and Parent shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 3.5 and 5.06, which 4.8 that it files with the SEC on or after the date hereof, and each of the Company and Parent, as the case may be, covenant represents and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of the Company and its consolidated subsidiaries or Parent and its consolidated subsidiariesSubsidiaries, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 4 contracts
Samples: Merger Agreement (Warp Technology Holdings Inc), Merger Agreement (Unify Corp), Merger Agreement (Warp Technology Holdings Inc)
Additional Reports. Company PCS and Parent Arcadian shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 4.06 and 5.06, 5.06 which it files with the SEC on or after the date hereof, and Company and ParentPCS or Arcadian, as the case may be, covenant represents and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of Company and its consolidated subsidiaries PCS or Parent and its consolidated subsidiariesArcadian, as the case may be, and its consolidated Subsidiaries, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP or Canadian GAAP, as the case may be, consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Merger Agreement (Arcadian Corp), Merger Agreement (Potash Corporation of Saskatchewan Inc)
Additional Reports. Parent and the Company and Parent shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 3.7 and 5.06, 4.7 which it files with the SEC on or after the date hereof, and Company Parent and Parentthe Company, as the case may be, covenant represents and warrant that 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of Company Parent and its consolidated subsidiaries or Parent the Company and its consolidated subsidiaries, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date dates then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP generally accepted accounting principles consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Merger Agreement (Cavalier Homes Inc), Merger Agreement (Belmont Homes Inc)
Additional Reports. Company R&B and Parent FDC shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 4.4 and 5.06, 5.4 which it files with the SEC on or after the date hereof, and Company each of R&B and ParentFDC, as the case may be, covenant represents and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of Company R&B and its consolidated subsidiaries Subsidiaries or Parent FDC and its consolidated subsidiariesSubsidiaries, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Merger Agreement (Falcon Drilling Co Inc), Merger Agreement (Falcon Drilling Co Inc)
Additional Reports. Company and Parent shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 and 5.06, which it files with the SEC on or after the date hereof, and Company and Parent, as the case may be, covenant and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of 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 changes in financial position or other information including therein for the periods or as of the date then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Merger Agreement (Multex Com Inc), Agreement and Plan of Merger and Reorganization (Multex Com Inc)
Additional Reports. Company OSI and Parent LRC shall each furnish to the other ------------------ copies of any reports of the type referred to in Sections 4.07 2.4 and 5.06, 3.4 which it files with the SEC on or after the date hereof, and Company OSI and ParentLRC, as the case may be, covenant and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of Company OSI and its consolidated subsidiaries or Parent LRC and its consolidated subsidiaries, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Merger Agreement (Lam Research Corp), Merger Agreement (Lam Research Corp)
Additional Reports. In accordance with Section 6.3, the Company and Parent shall each furnish to the other copies of any reports of Company SEC Documents or Parent SEC Documents, as the type referred to in Sections 4.07 and 5.06case may be, which it files with the SEC on or after the date hereof, and the Company and Parent, as the case may be, covenant represents and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present present, in all material respects respects, the financial position of the Company and its consolidated subsidiaries or Parent and its consolidated subsidiariesParent, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date dates then ended (subject, where appropriate, to normal year-end adjustments)ended, in each case in accordance with such Party's past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes theretothereto and subject, where appropriate, to normal year-end adjustments).
Appears in 2 contracts
Samples: Merger Agreement (Career Education Corp), Merger Agreement (Whitman Education Group Inc)
Additional Reports. Company Parent and Parent ASARCO shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 and 5.06, Section 4.5 which it files with the SEC on or after the date hereof, and Company each of Parent and ParentASARCO, as the case may be, covenant represents and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of Company and its consolidated subsidiaries or Parent and its consolidated subsidiariesSubsidiaries or ASARCO and its consolidated Subsidiaries, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Merger Agreement (Phelps Dodge Corp), Merger Agreement (Asarco Inc)
Additional Reports. The Company and Parent shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 5.4 and 5.06, which 6.4 that it files with the SEC on or after the date hereof, and each of the Company and Parent, as the case may be, covenant represents and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of the Company and its consolidated subsidiaries Subsidiaries or Parent and its consolidated subsidiariesSubsidiaries, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Merger Agreement (Newgen Results Corp), Merger Agreement (Teletech Holdings Inc)
Additional Reports. In accordance with Section 6.3, the Company and Parent shall each furnish to the other copies of any reports of Company SEC Documents or Parent SEC Documents, as the type referred to in Sections 4.07 and 5.06case may be, which it files with the SEC on or after the date hereof, and the Company and Parent, as the case may be, covenant represents and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present present, in all material respects respects, the financial position of the Company and its consolidated subsidiaries or Parent and its consolidated subsidiariesParent, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date dates then ended ended, in each case in accordance with past practice and GAAP consistently applied during the periods involved (except that such unaudited financial statements exclude footnote disclosures necessary for a fair presentation which would make them in compliance with GAAP, and such financial statements are subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. 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 (Career Education Corp), Merger Agreement (Edutrek Int Inc)
Additional Reports. The Company and Parent shall each furnish to the other copies of any reports of Company SEC Reports or Parent SEC Reports, as the type referred to in Sections 4.07 and 5.06case may be, which it files with the SEC on or after the date hereof, and the Company and Parent, as the case may be, covenant represents and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present present, in all material respects respects, the financial position of the Company and its consolidated subsidiaries Subsidiaries or Parent and its consolidated subsidiariesSubsidiaries, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date dates then ended (subject, where appropriate, to normal year-end adjustments)ended, in each case in accordance with past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes theretothereto and subject, where appropriate, to normal year-end adjustments).
Appears in 2 contracts
Samples: Merger Agreement (SPX Corp), Merger Agreement (General Signal Corp)
Additional Reports. Company and Parent shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 and 5.065.07, which it files with the SEC on or after the date hereof, and Company and Parent, as the case may be, covenant and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of Company and its consolidated subsidiaries Subsidiaries or Parent and its consolidated subsidiariesSubsidiaries, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including therein for the periods or as of the date dates then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Share Exchange Agreement (North American Vaccine Inc), Share Exchange Agreement (Baxter International Inc)
Additional Reports. Company Hi/Lo and Parent Discount shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 3.4 and 5.06, 4.4 which it files with the SEC on or after the date hereof, and Company Hi/Lo and ParentDiscount, as the case may be, covenant represents and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of Company Hi/Lo and its consolidated subsidiaries Subsidiaries or Parent Discount and its consolidated subsidiariesSubsidiaries, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 2 contracts
Samples: Merger Agreement (Discount Auto Parts Inc), Merger Agreement (Hi Lo Automotive Inc /De)
Additional Reports. Company Parent and Parent ASARCO shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 and 5.06, Section 4.5 which it files with the SEC on or after the date hereof, and Company each of Parent and ParentASARCO, as the case may be, covenant represents and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes 46 55 and schedules) will fairly present in all material respects the financial position of Company and its consolidated subsidiaries or Parent and its consolidated subsidiariesSubsidiaries or ASARCO and its consolidated Subsidiaries, as the case may be, as of the dates thereof and the results of operations and changes in financial position or other information including included therein for the periods or as of the date then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 1 contract
Samples: Merger Agreement (Phelps Dodge Corp)
Additional Reports. Company and Parent shall each furnish to the other copies of any reports of the type referred to in Sections 4.07 and 5.06, which it files with the SEC on or after the date hereof, and Company and Parent, as the case may be, covenant and warrant 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. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the financial position of 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 changes in financial position or other information including included therein for the periods or as of the date then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and U.S. GAAP (except for the absence of footnotes) consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (At Plan Inc)