Financial Statements and SEC Documents. First Xxxxxxx'x Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, 1997 and 1998, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections 13(a), 13(c) 14(d) and 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed, or to be filed, with the SEC (collectively, the "SEC Documents") (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (ii) did not and will not, at the time of such filing, 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; and each of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity to entities to which it relates for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.
Financial Statements and SEC Documents. Since January 1, 1999, Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 dates, the financial statements of Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP, consistently applied, during the periods involved and fairly and accurately present in all material respects the consolidated financial position of Parent 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 statements, to normal year-end audit adjustments). Except as disclosed in such financial statements, Parent is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.
Financial Statements and SEC Documents. (a) Included in the Company's Form 10-KSB for the year ended December 31, 1999, are true and complete copies of the audited balance sheet (the "Balance Sheet") of the Company as of December 31, 1999, and the related audited statements of operations, shareholders' equity and cash flows for the years ended December 31, 1998 and 1999 (the "Audited Financial Statements"), accompanied by the report of Xxxxx, Xxxxx & Xxxxxx. Included in the Memorandum are the Company's Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000 (the "Quarterly Reports"). Included in the Quarterly Reports are the requisite unaudited balance sheets of the Company and the related unaudited statements of income and statements of cash (the "Unaudited Financial Statements," collectively with the "Audited Financial Statements," the "Financials Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles, applied consistently with the past practices of the Company (except as may be indicated in the notes thereto), and as of their respective dates, fairly present, in all material respects, the financial position of the Company and the results of its operations as of the time and for the periods indicated therein.
Financial Statements and SEC Documents. (a) Incorporated by reference herein are (i) the audited financial statements of the Company for the fiscal year ended June 30, 1999, including the balance sheet as at the end of such fiscal year and the related statements of operations, shareholders' equity (deficit) and cash flows for such fiscal year, certified by Xxxxxxxx Xxxxx Xxxxxxx & Xxxxxxx PC and (ii) the September 30 Financial Statements (the financial statements referred to in clauses (i) and (ii) are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, September 30, 1999, shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of the Company and generally accepted accounting principles, applied consistently with the past practices of the Company (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of the Company, as of their respective dates, and present fairly the financial position of the Company and the results of its operations as of the time and for the periods indicated therein.
Financial Statements and SEC Documents. The Issuer has made available the Annual Report and the Proxy Statement to such Purchaser. As of the date hereof, the Annual Report and the Proxy Statement do not 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 therein, in light of the circumstances under which they were made, not misleading. The Issuer has included in the Annual Report a list of all material agreements, contracts and other documents that it reasonably believes are required to be filed as exhibits to the Annual Report. The financial statements of the Issuer incorporated by reference in the Confidential Private Placement Memorandum present fairly the consolidated financial position of the Issuer in accordance with generally accepted accounting principles as of and at the dates indicated and present fairly the results of operations and cash flow of the Issuer of and at the dates indicated. Such financial statements of the Issuer have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.
Financial Statements and SEC Documents. (a) Included in the Company’s Form 10-K for the year ended December 31, 2007, are true and complete copies of the audited consolidated balance sheet (the “Balance Sheet”) of the Company as of December 31, 2007, and the related audited consolidated statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2007 and 2006 and for the period from January 12, 1990 (incorporation) to December 31, 2007 (the “Audited Financial Statements”), accompanied by the report of Bxxxxx, Bxxxxxx & Dxxxxxxxx, LLP with respect to the years ended December 31, 2007 and 2006. The Company’s Quarterly Reports on Form 10-Q for the quarter ending September 30, 2008 is included and is available to the Purchaser on the Securities and Exchange Commission’s (the “SEC”) EXXXX System. Included in the Quarterly Report are the requisite unaudited consolidated balance sheets of the Company and the related unaudited consolidated statements of operations and statements of cash flows (the “Unaudited Financial Statements,” and together with the “Audited Financial Statements,” the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles, applied consistently with the past practices of the Company (except as may be indicated in the notes thereto), and as of their respective dates, fairly present, in all material respects, the financial position of the Company and the results of its operations as of the time and for the periods indicated therein.
Financial Statements and SEC Documents. The Issuer has made available the Annual Report and the Proxy Statement to such Purchaser. As of the date hereof and as of their respective dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the SEC Reports filed by the Issuer complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) by the Issuer, 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. All material agreements to which the Issuer is a party or to which the property or assets of the Issuer are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC. Except as set forth in SEC Reports filed prior to the date hereof and as set forth on Schedule 3 attached hereto and incorporated by reference, the Issuer has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof. The financial statements of the Issuer incorporated by reference in the SEC Reports and the Private Placement Memorandum present fairly the consolidated financial position of the Issuer in accordance with generally accepted accounting principles as of and at the dates indicated and present fairly the results of operations and cash flow of the Issuer of and at the dates indicated. Such financial statements of the Issuer have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and comply in all material respects with applicable accounting requir...
Financial Statements and SEC Documents. Each of the balance sheets in or incorporated by reference into any annual reports filed on Form 10-K and all other reports, registration statements, definitive proxy statements or information statements filed by Parent after December 31, 1995 with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act"), or under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") (collectively, the "Parent SEC Documents") fairly presents in all material respects the financial position of Parent as of the date it was filed and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) as of such date fairly presents in all material respects the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Parent for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal and recurring year-end audit adjustments in the case of unaudited statements (and, where applicable, the absence of footnotes).
Financial Statements and SEC Documents. Each of the balance sheets in or incorporated by reference into any annual reports filed on Form 10-K and all other reports, registration statements, definitive proxy statements or information statements filed by IHS after December 31, 1995 with the SEC under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, the "IHS SEC Documents") fairly presents in all material respects the financial position of IHS as of the date it was filed and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) as of such date fairly presents in all material respects the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of IHS for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal and recurring year-end audit adjustments in the case of unaudited statements (and, where applicable, the absence of footnotes).
Financial Statements and SEC Documents. (a) Dairy has conducted no operations, has no assets or liabilities and has no financial statements. Incorporated by reference herein are (i) the audited financial statements of Bion for the fiscal year ended June 30, 2002, including the balance sheet as at the end of such fiscal year and the related statements of operations, shareholders' equity (deficit) and cash flows for such fiscal year, certified by BDO Xxxxxxx, LLP and (ii) the unaudited and unreviewed March 31,2003 Financial Statements (the financial statements referred to in clauses (i) and (ii) if this paragraph 5.5 are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, June 30, 2002 shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of Bion and generally accepted accounting principles, applied consistently with the past practices of Bion (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of Bion, as of their respective dates, and present fairly the financial position of Bion and the results of its operations as of the time and for the periods indicated therein. Notwithstanding the foregoing, it should be noted that Bion is currently in perilous financial condition.
