Disclosure and Financial Statements. (a) the Company has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by the Company with the SEC since the Company’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement (the “Additional SEC Documents”). The Company has made available to the Subscriber copies in the form filed with the SEC of all of the following, except to the extent available in full without redaction on the SEC’s website through XXXXX for at least two (2) days prior to the date of this Agreement: (i) the Company’s Annual Reports on Form 10-K for each fiscal year of the Company beginning with the first year the Company was required to file such a form, (ii) the Company’s Quarterly Reports on Form 10-Q for each fiscal quarter of the Company beginning with the first quarter the Company was required to file such a form (iii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iv) its Form 8-Ks filed since the beginning of the first fiscal year referred to in clause (i) above, and (v) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Subscriber pursuant to this Section 5.3) filed by the Company with the SEC since the Company’s formation (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), and (iv) above, whether or not available through XXXXX, are, collectively, the (“SEC Documents”). The SEC Documents were, and the Additional SEC Documents will be, prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder. The SEC Documents did not, and the Additional SEC Documents will not, at the time they were or are filed, as the case may be, with the SEC (except to the extent that information contained in any SEC Document or Additional SEC Document has been or is revised or superseded by a later filed SE...
Disclosure and Financial Statements. (a) The Company has timely filed all forms, reports and documents with the Securities and Exchange Commission (the "SEC") since September 30, 1999, required to be filed by it pursuant to the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder (collectively, the "COMPANY DISCLOSURE STATEMENTS"), all of which have complied, as of their respective filing dates, in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. None of such Company Disclosure Statements, at the time filed, 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.
(b) The consolidated balance sheets and the related consolidated statements of income, shareholders' equity and cash flows (including the notes and schedules thereto) of the Company and its consolidated subsidiaries contained or incorporated by reference in the Company Disclosure Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of their respective dates, and the consolidated results of their operations and their cash flows for the periods presented therein, in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis, except as otherwise noted therein, and subject in the case of quarterly financial statements to normal year-end audit adjustments, and except that the quarterly financial statements do not contain all of the footnote disclosures required by GAAP.
Disclosure and Financial Statements. (a) Since September 30, 1999, Parent has timely (i) filed all reports, statements and accounts with the CBF, the Brussels Stock Exchange (or Euronext Brussels), and the National Bank of Belgium required to be filed by it and (ii) publicly disclosed all statements and information required to be publicly disclosed (the documents and information referred to in clauses (i) and (ii) above are collectively hereinafter referred to as the "PARENT DISCLOSURE STATEMENTS"), all of which have complied, as of their respective filing date, in all material respects with all applicable requirements. None of such Parent Disclosure Statements, at the time filed or disclosed, 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.
(b) The consolidated balance sheets, the related statements of consolidated profit and loss account and the statements of consolidated cash flows (including the notes and
Disclosure and Financial Statements. 16 4.6 Absence of Certain Changes..................................................17
Disclosure and Financial Statements. East has filed all required reports, schedules, forms, registration statements and other documents with the SEC since October 11, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "East SEC Documents"). As of their respective dates, the East 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 SEC promulgated thereunder applicable to the East SEC Documents, and none of the East SEC Documents (including any and all financial statements included therein) as of such dates 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. The consolidated financial statements of East included in the East SEC Documents (the "East SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) 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 East and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
Disclosure and Financial Statements. The Company’s documents filed on SEDAR, and all financial, marketing, sales and operational information provided to the Finder do not contain any misrepresentations and the Company’s financial statements filed with the applicable securities regulatory authorities have been prepared in accordance with International Financial Reporting Standards, and if applicable, Canadian generally accepted accounting principles;
Disclosure and Financial Statements. 10 SECTION 3.5 ABSENCE OF CERTAIN CHANGES OR EVENTS..................... 10 SECTION 3.6 REGISTRATION STATEMENT AND PROXY STATEMENT AND PROSPECTUS........................................... 11 SECTION 3.7 TAXES.................................................... 11 SECTION 3.8 ABSENCE OF UNDISCLOSED LIABILITIES....................... 13 SECTION 3.9 LITIGATION............................................... 13 SECTION 3.10 NO VIOLATION OF LAW...................................... 13 SECTION 3.11 EAST PROPERTIES.......................................... 14 SECTION 3.12
Disclosure and Financial Statements. West has filed all required reports, schedules, forms, registration statements and other documents with the SEC since January 1, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "West SEC Documents"). As of their respective dates, the West 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 SEC promulgated thereunder applicable to such West SEC Documents, and none of the West SEC Documents (including any and all financial statements included therein) as of such dates 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. The consolidated financial statements of West included in the West SEC Documents (the "West SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a
Disclosure and Financial Statements. The consolidated financial statements of West for the period from April 27, 1995 to December 31, 1995 and the two years ended December 31, 1997 and for the six months ended June 30, 1998 (the "West Financial Statements") have been prepared in accordance with generally accepted accounting principles 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 West and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year- end audit adjustments).
Disclosure and Financial Statements. Sellers and Aero shall:
(a) Cooperate (and shall cause their respective managers, officers, directors, employees, accountants, legal counsel, agents, other advisors and authorized representatives to cooperate) with Buyer in complying with Buyer's reporting obligations under the Securities Exchange Act of 1934, as amended, during the period between the signing of this Agreement and the date that is the first anniversary of the Closing Date;
(b) Cooperate with Buyer to cause Buyer’s Accountant, no later than January 31, 2019, to furnish to Buyer an audited balance sheet of the Business as of December 31, 2017, an audited income statements of the Business for the year(s) ending December 31, 2017, an audited statement of owners’ equity of the Business as of December 31, 2017, an audited statement of cash flows of the Business year ending December 31, 2017, an audited balance sheet of the Business as of September 30, 2018, an audited income statements of the Sellers for the nine-month period ended September 30, 2018 and the comparable period from the prior year, an audited statement of owners’ equity of the Sellers as of September 30, 2018, and an audited statement of cash flows of the Sellers for the nine-month period ended September 30, 2018 and the comparable period from the prior year (the "Audited Financial Statements"). The audited income statements of the Sellers for the nine-month period ended September 30, 2018 is referred to herein as the "Audited Statement of Income". The fees and expense of Buyer's Accountant and Seller's Accountant for the preparation of the Audited Financial Statements shall be paid by Buyer.
(c) Cooperate (and shall cause their respective managers, officers, directors, employees, accountants, legal counsel, agents, other advisors and authorized representatives to cooperate) with Buyer during the period between the signing of this Agreement and the date that is the first anniversary of the Closing Date to assist Buyer with the preparation of pro forma financial statements reflecting the transactions contemplated by this Agreement as reasonably requested by Buyer in order to comply with required by the published rules and regulations of the SEC (provided that any out-of-pocket costs or expenses incurred by the Sellers in connection with such assistance will be reimbursed by Buyer prior to the Closing).
