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.
(b) Incorporated by referenced herein are each report, schedule, registration statement and definitive proxy statement filed by Bion with the Securities and Exchange Commission since June 30, 2002 (as such documents have since the time of their filing been amended, the "SEC Documents") which are all the documents (other than preliminary material) that Bion was required to file with the Securities and Exchange Commission since such date. As of their respective dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to statement of 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 financial statements of Bion included in the SEC Documents 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 or, in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities and Exchange Commission)(and except that the unaudited financial statements in the Forms 10...
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 March 31, 2003, are true and complete copies of the audited balance sheet (the "Balance Sheet") of the Company as of March 31, 2002 and 2003, and the related audited statements of operations, shareholders' equity and cash flows for the years ended March 31, 2001, 2002 and 2003 (the "Audited Financial Statements"), accompanied by the report of KPMG LLP with respect to the year ended March 31, 2003 and Xxxxxx Xxxxxxxx LLP with respect to years ended March 31, 2002 and 2001. The Company's Quarterly Reports on Form 10-QSB for the quarters ended December 31, 2002, September 30, 2002 and June 30, 2002 are available to Purchasers on the Securities and Exchange Commission's (the "SEC") XXXXX System. 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 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 to the Unaudited Financial Statements the absence of certain footnotes and normal year end adjustments, in each case in compliance with the financial reporting requirements of the SEC applicable to such Unaudited Financial Statements), 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) 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, the Quarterly Report and the Proxy Statement to the Purchasers. As of the date hereof, the Annual Report, the Quarterly 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. 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. The OnHealth Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and all documents filed with the SEC by OnHealth (collectively the "SEC DOCUMENTS") and the description of the OnHealth Common Shares included therein are, as of the time made, accurate and complete and contain no material misstatement or omit to state any fact necessary to make the statements therein not misleading. Since September 30, 1998, OnHealth has timely filed all documents currently required to be filed with the SEC pursuant to the 1934 Act and otherwise satisfies all applicable requirements for the use of the Form S-3 Registration Statement. There are no "legal proceedings," as defined in Item 103 of Regulation S-K, to which OnHealth or any of its subsidiaries is a party which are required to be disclosed in the SEC Documents and have not been so disclosed.
Financial Statements and SEC Documents. Expedia has made -------------------------------------- available to Company complete and accurate copies, as amended or supplemented, of its (a) Form S-1 Registration Statement under the 1933 Act, as amended on October 26, 1999 and November 8, 1999 and the prospectus dated November 9, 1999 contained in the Form S-1 Registration Statement and (b) all other reports filed by Expedia pursuant to Section 13 of the 1934 Act with the SEC since November 9, 1999 (such reports are collectively referred to herein as the "SEC Documents"). The SEC Documents constitute all of the documents required to be filed by Expedia under Section 13 of the 1934 Act with the SEC since November 9, 1999 and were prepared in accordance with the requirements of the 1934 Act. The SEC Documents (including without limitation all information and filings incorporated therein by reference) are, as of the time filed, accurate and complete and contain and will contain no material misstatement and do not omit to state any fact necessary to make the statements therein not misleading.
Financial Statements and SEC Documents. 4.5.1 Parent has, as further set forth on Schedule 4.5.1, filed all forms, reports and documents (including all exhibits thereto) required to be filed with the SEC since the date of Parent's initial public offering (collectively, the "SEC Reports"). The SEC Reports (i) at the time filed, complied in all material respects with the requirements of the Securities Act, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and (ii) did not at the time they were filed 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 the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act.
4.5.2 Included in the 2001 Form 10-K, are true and complete copies of the consolidated audited balance sheet of Parent as of December 31, 2000 and 2001, and the related consolidated audited statements of operations, shareholders' equity and cash flows for the years ended December 31, 1999, 2000 and 2001 (collectively, the "Audited Financial Statements"), accompanied by the report of Xxxxx, Xxxxx & Xxxxxx, Inc. with respect to the year ended December 31, 1999 and by the report of Deloitte & Touche LLP with respect to the years ended December 31, 2000 and 2001. Included in the 2002 Quarterly Reports are the requisite unaudited consolidated balance sheets of Parent and the related unaudited consolidated statements of income and statements of cash flows of Parent for the relevant quarterly period to which such 2002 Quarterly Report relates (collectively, the "Unaudited Financial Statements" and together with the "Audited Financial Statements" and any other financial statements of Parent contained in any SEC Report, the "Financial Statements"). The Financial Statements were prepared in accordance with generally accepted accounting principles in the United States, applied consistently throughout the periods involved (except, in the case of the Audited Financial Statements, as may be indicated in the notes thereto), and as of their respective dates, fairly present, in all material respects, the consolidated financial position (and changes in financial position) of Parent and the results of its operations as of the time and for the periods indicated therein, except that any unaudited fi...
