Financial Statements and Changes. All financial reports and materials provided by the Company are true and accurate reflection of the Company’s current financial situation and nothing has been omitted which could have a material adverse effect.
Financial Statements and Changes. Since January 1, 1999, the financial statements of the Company included in the SEC Reports (the "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 U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited 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 the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows (or changes in financial position prior to the approval of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 95) for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year end audit adjustments). Except as set forth in the filed SEC Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and which could reasonably be expected to have a Material Adverse Effect.
Financial Statements and Changes. Since January 1, 1998, the financial statements of the Company included in the SEC Reports (the "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 U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited 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 the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cash flows (or changes in financial position prior to the approval of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 95) for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year end audit adjustments). Except as set forth in the filed SEC Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and which could reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed herein, in the Financial Statements, the SEC Filings, the SEC Reports or the Schedule of Exceptions, since January 1, 1999, there has not been:
(a) Any material change in the assets, liabilities, financial condition, business or results of operations of the Company from that reflected in the Financial Statements except changes in the ordinary course of business which do not, either in any individual case or in the aggregate, constitute a Material Adverse Effect;
(b) Any change in the contingent obligations of the Company, whether by way of guaranty, endorsement, indemnity, warranty or otherwise, except such changes as do not, either individually or in the aggregate, constitute a Material Adverse Effect;
(c) Any damage, destruction or loss, whether or not covered by insurance, which could reasonably be expected to have a Material Adverse Effect;
(d) Any declaration or payment of any dividend or other distribution of the assets or securities of the Company in respect of outstanding Common Stock; or
(e) Any o...
Financial Statements and Changes. Kettle Drilling has delivered (or prior to Closing will deliver) its unaudited financial statements for the fiscal year ended December 31, 2005 (the “Kettle Drilling Financial Statements”) to Timberline Resources. Timberline Resources and the Timberline Inside Stockholders each understand and hereby acknowledge that Kettle Drilling has prepared the Kettle Drilling Financial Statements for internal purposes only, that such financial statements have not been prepared in accordance with generally accepted STOCK PURCHASE AND SALE AGREEMENT - 5
(a) any change in the assets, liabilities, financial condition, or operating results of Kettle Drilling, except changes in the ordinary course of business that have not been and are not expected to be, individually or in the aggregate, materially adverse;
(b) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties, prospects, or financial condition of Kettle Drilling (as such business is presently conducted and as it is presently proposed to be conducted);
(c) any waiver or compromise by Kettle Drilling of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by Kettle Drilling, except in the ordinary course of business and that is not material to the business, properties, prospects, or financial condition of Kettle Drilling as such business is presently conducted and as it is presently proposed to be conducted;
(e) any material change to a material contract or arrangement by which Kettle Drilling or any of its assets is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any sale, assignment, or transfer of any patents, trademarks, copyrights, trade secrets, or other intangible assets;
(h) any resignation or termination of employment of any key officer of Kettle Drilling; and Kettle Drilling, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(i) any mortgage, pledge, transfer of a security interest in, or lien, created by Kettle Drilling with respect to any of its material properties or assets, except liens for taxes not yet due or payable or contested by Kettle Drilling in good faith; STOCK PURCHASE AND SALE AGREEMENT - 6
(j) any loans or guarantees made by Kettle Drilling to or for the bene...
Financial Statements and Changes. The audited financial statements -------------------------------- of the Company contained in the Form 10-K, and the unaudited financial statements contained in the Company's Form 10-Q for the period ended June 30, 1997, including the notes relating thereto (the "Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered by such statements (except for normal year end audit adjustments in the case of the unaudited financials) and present fairly the Company's financial condition and results of operations and cash flows as of the respective dates and for the periods indicated. Since June 30, 1997, there has not been any material adverse change in the business, condition (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole.
Financial Statements and Changes. Timberline Resources has delivered (or prior to Closing will deliver) its audited financial statements for the fiscal year ended December 31, 2005 (the “Timberline Resources Financial Statements”) to Kettle Drilling and the Selling Stockholders. The Timberline Resources Financial Statements are or will be complete and correct in all material respects and have been or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis. To the best of Timberline Resources’ and the Timberline Inside Stockholders’ knowledge, since December 31, 2005, there has not been: (a) any change in the assets, liabilities, financial condition, or operating results of Timberline Resources, except changes in the ordinary course of business that have not been and are not expected to be, individually or in the aggregate, materially adverse; (b) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties, prospects, or financial condition of Timberline Resources (as such business is presently conducted and as it is presently proposed to be conducted); (c) any waiver or compromise by Timberline Resources of a valuable right or of a material debt owed to it; STOCK PURCHASE AND SALE AGREEMENT - 12
Financial Statements and Changes. The audited financial statements of the Company contained in the Form 10-K, including the notes relating thereto (the "Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered by such statements (except for normal year end audit adjustments in the case of the unaudited financials) and present fairly the Company's financial condition and results of operations and cash flows as of the respective dates and for the periods indicated. Since December 31, 1997, there has not been any material adverse change in the business, condition (financial or otherwise) or results of operations of the Company.
Financial Statements and Changes. The Company has delivered to Purchaser its unaudited balance sheet and income statement as of and for the fiscal years ended December 31, 2007 and December 31, 2008 and its balance sheet and income statement as of and for the eight months ended August 31, 2009 (the "Financial Statements"). The Financial Statements are complete and correct in all material respects, have been prepared in accordance with generally accepted accounting principles, consistently applied, and fairly present the financial condition and operating results of the Company as of the dates, and during the periods, indicated therein. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except obligations and liabilities incurred after the date of organization in the ordinary course of business that are not material, individually or in the aggregate. Since August 31, 2009, there has not been any material change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a Material Adverse Effect on such assets, liabilities, financial condition or operation. Since August 31, 2009 there has not been:
(a) any damage, destruction or loss of real or personal property of the Company, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted);
(b) any waiver by the Company of a right or debt with an amount or value in excess of US $10,000 owed to it;
(c) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company with an amount or value in excess of LIS $10,000, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted);
(d) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is hound or subject;
(e) any material change in any compensation arrangement or agreement with any employee of the Company;
(f) any sale, assignment or transfer of the Company's patents, trademarks, copyrights, trade secrets or other intangible intellectual property ...
Financial Statements and Changes. The audited financial statements of the Company contained in the Form 10-K, and the unaudited financial statements contained in the Company's Form 10-Q for the period ended October 31, 1996, including the notes relating thereto (the "Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered by such statements (except for normal year end audit adjustments in the case of the unaudited financials) and present fairly the Company's financial condition and results of operations and cash flows as of the respective dates and for the periods indicated. Since October 31, 1996, there has not been any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements except changes in the ordinary course of business which have not been, either in any individual case or in the aggregate, materially adverse, except for the acquisition of the Ethamolin product line, which has been disclosed by the Company on Form 8-K.
Financial Statements and Changes. The Company's (a) unaudited balance sheet as of September 30, 1996 and the related statements of income, cash flows and stockholders' equity for the interim periods then ended contained in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 and (b) audited balance sheet as of December 31, 1995 and the related audited statements of income, cash flows and stockholders' equity for the fiscal year then ended contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1995 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except to the extent that certain footnote disclosures regarding any period may have been omitted in accordance with the applicable rules of the SEC under the Exchange Act), consistently applied except as noted therein and except, in the case of unaudited interim financial statements, for normal year-end adjustments, and fairly present the financial position of the Company as of the respective dates set forth therein and the results of operations and cash flows for the Company for the respective fiscal periods set forth therein. Except as otherwise disclosed herein or in the SEC Reports, since September 30, 1996, there has been no material adverse change in the business, financial condition or results of operations of the Company, taken as a whole (other than on account of matters which generally affect the economy or the industry in which the Company is engaged).
