CHECKERS REPORTS; FINANCIAL STATEMENTS Clause Samples

CHECKERS REPORTS; FINANCIAL STATEMENTS. (a) Checkers has filed all forms, reports and documents required to be filed by it with the Commission since January 3, 1995 (collectively, the "Checkers Reports") pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. As of their respective dates as subsequently amended prior to the date of this Agreement, the Checkers Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) 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 under which they were made, not misleading. (b) Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of Checkers (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended December 29, 1997, as amended (the "Checkers Form 10-K"), and its Quarterly Report on Form 10-Q for the period ended September 7, 1998 (the "Checkers Form 10-Q"), copies of which have been provided to Rally's (collectively, the "Checkers Financial Statements"), have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as disclosed therein) and fairly present, in all material respects, the consolidated financial position and the consolidated results of operations, changes in stockholders' equity and cash flows of Checkers and its consolidated Subsidiaries as of the dates and for the periods indicated (subject to normal year-end adjustments in the case of the interim unaudited financial statements). (c) As of the date of this Agreement, except as set forth in Checkers Reports or SECTION 4.6(C) OF THE CHECKERS DISCLOSURE MEMORANDUM: (i) no event has occurred since December 29, 1997 (y) which if such event had occurred prior to December 29, 1997 would have been required to be disclosed in Checkers Form 10-K or (z) which could have a Material Adverse Effect on Checkers; (ii) Checkers has not engaged in any transaction with any of its affiliates; and (iii) neither Checkers nor any Subsidiary of Checkers has any material outstanding claims against it, liabilities or indebtedness, contingent or...