Commission Filings and Financial Statements. To the Company’s Knowledge, all of the Commission Reports required to be filed by the Company have been filed with the Commission for the periods indicated in the definition of Commission Reports, and as of the date filed, each of the Commission Reports were true, accurate and complete in all material respects and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The financial statements included in the Commission Reports of the Company: (a) have been prepared in accordance with the books of account and records of the Company; (b) fairly present, and are true, correct and complete statements in all material respects of the Company’s financial condition and the results of its operations at the dates and for the periods specified in those statements; and (c) have been prepared in accordance with GAAP consistently applied with prior periods.
Commission Filings and Financial Statements. True and complete copies of all reports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and supplements thereto) filed by the Company with the Securities and Exchange Commission (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Company Commission Filings") are available to the Purchasers at the Commission’s website xxx.xxx.xxx. The Company Commission Filings constitute all of the documents (other than preliminary materials) that the Company was required to file with the Commission. As of their respective dates, each of the Company Commission Filings complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations under each such act, and none of the Company Commission Filings contained as of such date 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. When filed with the Commission the financial statements included in the Company Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present in accordance with generally accepted accounting principles in all material respects the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and the absence of footnotes.
Commission Filings and Financial Statements. (a) Since January 1, ------------------------------------------- 1999, the Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent, true and complete copies of all forms, reports, schedules, statements, and other documents required to be filed by it (including all exhibits, financial statements and proxy statements) under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and the SEC's rules and regulations thereunder (the forms, reports, schedules, statements and other documents so filed by the Company, the "SEC Documents"). Except with respect to statements or omissions in any SEC Document which have been superseded or amended by statements made in any SEC Document filed thereafter but prior to the date hereof, (i) as of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Documents, and (ii) none of the SEC Documents 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. The Company will deliver to the Parent as soon as they become available true and complete copies of any forms, reports, schedules, statements and other documents filed by the Company under the Securities Act or the Exchange Act subsequent to the date hereof and prior to the Effective Time. None of the Subsidiaries are required to file any forms, reports or other documents with the SEC.
Commission Filings and Financial Statements. Attached hereto as Schedule 3.14 is a true and complete list of all the Forms 10KSB, 10QSB, 8-K and other required filings filed by TEXEN with the Commission (collectively the "Periodic Reports") since TEXEN became subject to the periodic reporting requirements of the Securities Exchange Act of 1934. All Periodic Reports of TEXEN required to have been filed with the Commission have been filed in a timely manner, have been true, accurate and complete in all material respects and have been filed in compliance with the requirements of the Securities and Exchange Act of 1934. None of TEXEN's Subsidiaries is required to file any forms, reports or other documents with the Commission. The Financial Statements of TEXEN: (a) have been prepared in accordance with the books of account and records of TEXEN; (b) fairly present, and are true, correct and complete statements in all material respects of TEXEN's financial condition and the results of its operations at the dates and for the periods specified in those statements; and (c) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied with prior periods, except as set forth on Schedule 3.14.
Commission Filings and Financial Statements. All of the Periodic Reports and other filings required to be filed by FTK to satisfy the information requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable sections of the Exchange Act, have been filed with the Commission, as of the date filed, each of the Periodic Reports were true, accurate and complete in all material respects, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and have been filed in compliance with the requirements of the Exchange Act. The Financial Statements of FTK: (a) have been prepared in accordance with the books of account and records of FTK; (b) fairly present, and are true, correct and complete statements in all material respects of FTK's financial condition and the results of its operations at the dates and for the periods specified in those statements; and (c) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied with prior periods.
Commission Filings and Financial Statements. The Company has heretofore made available to the Purchasers true and complete copies of all reports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and supplements thereto) filed by the Company with the Securities and Exchange Commission (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Company SEC Filings"). The Company SEC Filings constitute all of the documents (other than preliminary materials) that the Company was required to file with the Commission at the time of such filing. When filed with the Commission the financial statements included in the Company SEC Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto). On or before November 19, 2002, the Company will file an Amended Current Report on Form 8-K which will include the pro forma financial statements reflecting the financial condition of the Company as a result of the rescission of the Acquisition Agreement between the Company and Water Star Bottling, Inc. Details of the rescission are contained in the Company's Current Report on Form 8-K filed with the Commission on September 19, 2002.
Commission Filings and Financial Statements. Buyer has filed all forms, reports and documents (the "SEC Documents") required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the Commission thereunder since July 27, 2000 through the date of this Agreement. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of Buyer included in the SEC Documents complied as to form in all material respects with the applicable accounting requirements and the rules and regulations of the Commission thereunder and were prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto) and fairly presented, in all material respects, the financial position of Buyer as at the dates thereof and the results of operations and cash flows of Buyer for the periods then ended (subject, in the case of unaudited statements, to normal, recurring audit adjustments not material in scope or amount).
Commission Filings and Financial Statements. To the best knowledge of the Company, the Company has heretofore filed all forms, reports, statements, schedules and other materials with the Commission required to be filed pursuant to the Exchange Act or other federal securities laws since June 17, 1994 (the "SEC Reports"). To the best knowledge of the Company, as of their respective dates, the SEC Reports (including, without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with all applicable requirements of the Exchange Act and other federal securities laws and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. To the best knowledge of the Company, the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its subsidiaries (including the related notes) included or incorporated by reference in the SEC Reports fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated statements of income and cash flows for the respective periods then ended, in each case in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved except as otherwise noted therein and except for normal year-end adjustments and accruals in the case of unaudited financial statements.
Commission Filings and Financial Statements. All of the Periodic Reports of BYMT required to satisfy the information requirements of Section 13 of the Exchange Act have been filed with the Commission, and have been true, accurate and complete in all material respects and have been filed in compliance with the requirements of the Exchange Act. The Financial Statements of BYMT: (a) have been prepared in accordance with the books of account and records of BYMT; (b) fairly present, and are true, correct and complete statements in all material respects of BYMT's financial condition and the results of its operations at the dates and for the periods specified in those statements; and (c) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied with prior periods.
Commission Filings and Financial Statements. Summit has heretofore delivered to the Ewinx Xxxckholders and the Ewinx Xxxited Partners copies of Summit's (i) Annual Report on Form 10-K for the year ended December 31, 1997, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998, as filed with the Commission, and (iii) proxy statement for its 1998 annual meeting of stockholders. As of their respective dates, such reports and statements 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 therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited condensed consolidated interim financial statements of Summit and its consolidated subsidiaries included in such reports were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Summit and its consolidated subsidiaries as of the dates thereof and the periods then ended, subject in the case of the unaudited condensed consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein.
