Buyer SEC Filings. (i) The Buyer has filed all forms, statements, reports and documents required to be filed or, if permissible, furnished by it with the Securities and Exchange Commission (the "SEC") since the incorporation of Buyer (collectively, the "Buyer SEC Reports"). The Buyer SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such 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 made therein, in the light of the circumstances under which they were made, not misleading. As of its filing date, each Buyer SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and no Subsidiary of Buyer is required to file any form, report or other document with the SEC pursuant to the Exchange Act.
(ii) Each of the financial statements (including, in each case, any notes thereto) contained in the Buyer SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of the Buyer at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal year end adjustments of a generally recurring nature).
(iii) Except as and to the extent set forth in the Buyer SEC Reports filed with the SEC prior to the date hereof, the Buyer has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for (i) their performance obligations under contracts existing on the date hereof or under applicable laws or regulations, in each case to the extent arising after the date hereof, (ii) liabilities and obligations incurred in the Ordinary Course of Business since September 30, 2005 and (iii) liabilities and obligations which, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the transactions con...
Buyer SEC Filings. Buyer shall make or cause to be made all filings required to be made by it with the Securities and Exchange Commission or any other Governmental Authority as a result of the transactions contemplated hereby and shall provide those portions of such filings describing matters relating to Seller or its controlled Affiliates to Seller in advance for review and comment.
Buyer SEC Filings. The Buyer shall timely file with the SEC all SEC forms and schedules that it is required to file in connection with the transactions contemplated by this Agreement, including a Form 3 Initial Statement of Beneficial Ownership of Securities and a Schedule 13D.
Buyer SEC Filings. Buyer has filed all reports, schedules, registration statements, definitive proxy statements and exhibits to the foregoing documents required to be filed by it with the SEC since January 1, 2009 (collectively, the “Buyer SEC Reports”). As of their respective dates, (i) Buyer SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) none of Buyer SEC Reports contained any untrue statement of a material fact or omitted 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, except for such statements, if any, as have been corrected by subsequent filings with the SEC.
Buyer SEC Filings. The Buyer shall furnish the Seller with a copy of ----------------- each periodic or current report filed by it under the Exchange Act promptly after filing the same. All filings made by the Buyer after the date hereof pursuant to the Exchange Act will be made in a timely fashion, will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and 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 are made, not misleading. 5.16
Buyer SEC Filings. The periodic reports required to be made by the Buyer since December 31, 2012 under the Exchange Act have been filed with the SEC, and such filings complied, as of their respective dates or, if applicable, as of the date of any subsequent amendment to such filing, in all material respects with applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder (collectively, the “Buyer SEC Reports”). None of the Buyer SEC Reports, as of their respective dates, after giving effect to any amendments thereto filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading.
Buyer SEC Filings. 5.5.1 Buyer Series A Preferred Stock.....................................
Buyer SEC Filings. Seller acknowledges that one of Buyer's Affiliates will be required following the Closing to file with the U.S. Securities and Exchange Commission (the "SEC"), pursuant to Rule 8-04 of Regulation S-X, either certain statements of revenues and direct operating expenses (and certain other statements as may be required by the SEC) and notes thereto with respect to the Assets or audited financial statements (and certain other statements as may be required by the SEC) and notes thereto with respect to the Seller (the "Buyer SEC Filings"). Promptly after the Closing, Seller agrees to (a) provide Buyer such access to Seller's financial information and books and records as reasonably requested by Buyer in connection with the preparation of the Buyer SEC Filings and (b) otherwise use commercially reasonable efforts, at the sole cost and expense of Buyer, to assist Buyer with the preparation of the Buyer SEC Filings for the fiscal years and interim periods as are required by Rule 8-04 of Regulation S-X and in a form such that such statements can be audited.
Buyer SEC Filings. None of the filings made by Buyer with the Securities and Exchange Commission ("SEC") pursuant to the Exchange Act, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed to the Company in writing pursuant to this Agreement, and in materials filed by Buyer with the SEC pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "SECURITIES ACT"), or the Exchange Act, there has been no material adverse change in the financial condition of Buyer since August 31, 2001.
Buyer SEC Filings. 11 4.17 Issuance of Merger Consideration. . . . . . . . . . . . . . . . . 11 4.18 Compliance with Rule 144. . . . . . . . . . . . . . . . . . . . . 11 4.19
