Financial Statements and SEC Filings. (a) The Company has delivered or made available to Buyer a true, correct and complete copy of the audited consolidated balance sheet of the Company as of December 31, 2002, and audited consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the year then ended (the "Company Financial Statements"). The Company Financial Statements are consistent in all material respects with the books and records of the Business. The Company Financial Statements (including the related notes) have been prepared in accordance with GAAP consistently applied and fairly present the results of operations and financial condition of the Company and its Subsidiaries for the periods covered thereby. Other than the Financing, since December 31, 2002, Seller has not borrowed, incurred, assumed, prepaid, guaranteed, or become subject to any material liability or modified any existing material liability (absolute, accrued or contingent) other than (i) in the ordinary course of business consistent with past practice in nature and amount, (ii) as shown on the Company Financial Statements or (iii) which has been discharged, satisfied or paid in the ordinary course of business since December 31, 2002.
(b) Each of the forms, reports and documents filed by the Company with the SEC since December 31, 2001 (the "Company SEC Documents") complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act as in effect on the dates so filed. With respect to the Acquired Assets, the Assumed Liabilities and the Business, none of the Company SEC Documents (as of the respective filing dates or, if amended, as of the date of the last such amendment filed prior to the Agreement Date) 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 made therein, in light of the circumstances under which they were made, not misleading.
Financial Statements and SEC Filings. Quepasa has delivered to the Shareholders true and correct copies of its Prospectus dated June 24, 1999, its Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 1999 and September 30, 1999, its Current Reports on Form 8-K filed on August 2, 1999, August 10, 1999, September 3, 1999 and November 1, 1999, and its Registration Statement on Form S-8 filed October 1, 1999, constituting all filings made with the Securities and Exchange Commission (the "SEC") from and after June 24, 1999, the effective date of Quepasa's Registration Statement on Form S-1. Quepasa will also deliver to the Shareholders, on or before the Effective Time, any reports which are filed with the SEC after the date hereof and any other reports sent generally to its Shareholders after the date hereof, but not required to be filed with the SEC. (All such reports are collectively referred to hereinafter as the "Quepasa Business Reports"; and the financial statements, including the notes thereto, contained in the Quepasa Business Reports are collectively referred to hereinafter as the "Quepasa Financial Statements.") Quepasa has duly filed all reports required to be filed by it with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended, and no such report, nor any report sent to Quepasa's shareholders generally, contains any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. The Quepasa Financial Statements included in the Quepasa Business Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and present fairly the consolidated financial position, results of operations, and cash flows of Quepasa and its consolidated subsidiaries as of the dates and for the periods indicated therein, subject, in the case of unaudited interim statements, to normal year-end accounting adjustments and the absence of complete footnote disclosure. Except as set forth in the Quepasa Business Reports, Quepasa has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business and (ii) obligations under contracts and commitments incurred in the ordinary course of business, which, in both cases, individually or in the aggregate, are not material to the fina...
Financial Statements and SEC Filings. Except as set forth on Schedule 2.3 of the Purchaser Disclosure Schedule, Purchaser has delivered to the Company the audited consolidated balance sheets of Purchaser as at the close of its fiscal year for each of the three years ending December 31, 2006, 2007 and 2008 respectively, together with related consolidated statements of operations, consolidated statements of changes in stockholders' equity, and consolidated statements of cash flows for the respective years then ended. Purchaser has also delivered to the Company its consolidated trial balance for the three-month period ending March 2009. Purchaser has also delivered to the Company all filings required by the Securities Exchange Act of 1934 (the “34 Act”) since inception, including, but not limited to, Forms 10Q, 10QSB, 10K, 10KSB, 12B-25 and SB-2 (“SEC Filings”). The financial statements and SEC Filings specified above, including in each case the notes to such financial statements, are hereinafter sometimes collectively referred to as the "Purchaser Financial Statements." All of the Purchaser Financial Statements are true, correct, and complete, have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods (except as set forth in such notes or statements) and fairly present the financial condition of Purchaser and the results of its operations as at the dates thereof and throughout the periods covered thereby. The Purchaser Financial Statements reflect or provide for all claims against, and all debts and liabilities of, Purchaser, fixed or contingent, as at the dates thereof, and there has not been any change between the date of the most recent Purchaser Financial Statements and the date of this Agreement that has materially or adversely affected the business or properties or condition or prospects, financial or other, or results of operations of Purchaser, and no fact or condition exists or is contemplated or threatened, which might cause any such change at any time in the future. The SEC filings were made on or before the due date, or if properly extended, by the extended due date.
Financial Statements and SEC Filings. (a) Each of the consolidated balance sheets of Alaska Pacific and the related consolidated statements of income (loss), statements of stockholders’ equity and comprehensive income (loss) and cash flows, together with the notes thereto, for the last three (3) years included in any annual report and all other reports, registration statements, definitive proxy statements or information statements filed during the last three (3) years or to be filed by Alaska Pacific on or prior to the Effective Time with the SEC under the Securities Act, or under Section 13, 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, “Alaska Pacific SEC Documents”) as of the date filed (or the filing date of any amendments thereto), (A) complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) each of the balance sheets or statements of condition contained in or incorporated by reference into any such Alaska Pacific SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Alaska Pacific as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows in such Alaska Pacific SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Alaska Pacific for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.
(b) For the last three (3) years, Alaska Pacific has filed all Alaska Pacific SEC Documents required to be filed under applicable Law. As of their respective filing dates or the filing dates of amendments, the Alaska Pacific SEC Documents complied as to form in all material respects with the requirements of the Exchange Act, and none of the Alaska Pacific SEC Documents as of such respective dates or the respective filing dates of amendments 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 ...
Financial Statements and SEC Filings. All filings made with the Securities and Exchange Commission (the "SEC") from and after September 30, 2005, are available on the SEC's XXXXX database. Onstream will also make available to the Members, on or before the Effective Time, any reports which are filed with the SEC after the date hereof and any other reports sent generally to its shareholders after the date hereof, but not required to be filed with the SEC. (All such reports are collectively referred to hereinafter as the “Onstream Business Reports”; and the financial statements, including the notes thereto, contained in the Onstream Business Reports are collectively referred to hereinafter as the “Onstream Financial Statements.”) Since September 30, 2005, Onstream has duly filed all reports required to be filed by it with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended, and except as set forth on Schedule 2.7, no such report, nor any report sent to Onstream’s shareholders generally at the date it was filed or sent, contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. The Onstream Financial Statements included in the Onstream Business Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and present fairly the consolidated financial position, results of operations, and cash flows of Onstream and its consolidated subsidiaries as of the dates and for the periods indicated therein, subject, in the case of unaudited interim statements, to normal year-end accounting adjustments and the absence of complete footnote disclosure.
Financial Statements and SEC Filings. Since January 1, 2006, the Company has filed all required reports, schedules, forms, financial statements and other documents (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (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 SEC promulgated thereunder applicable to such Company SEC Documents. At the time they were filed with the SEC, the Company SEC Documents did 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Company SEC Documents, as amended, 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 generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, as permitted by the SEC on Form 10-Q) and fairly presented in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
Financial Statements and SEC Filings. Sellers have delivered to Buyer the audited consolidated balance sheet, statement of operations and statement of cash flows of Parent for the fiscal year ended December 31, 2002 (the "Audited Financials") and the interim unaudited consolidated condensed balance sheet, statement of operations and statement of cash flows of Parent for the six month period ended as of June 30, 2003 (the "Unaudited Financials"). The Audited Financials are in accordance with Sellers' books and records and fairly and accurately reflect, in all material respects, the financial position of Sellers on a consolidated basis as of the dates thereof, and the results of operations and cash flows of Sellers on a consolidated basis for the fiscal periods then ended, and have been prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto. The Unaudited Financials are in accordance with Sellers' books and records and fairly and accurately reflect, in all material respects, the financial position of Seller on a consolidated basis as of the date thereof, and the results of operations and cash flows of Seller on a consolidated basis for the fiscal period then ended, and have been prepared in accordance with GAAP consistently applied during the periods involved, subject to the absence of footnotes and normal, recurring year-end adjustments.
Financial Statements and SEC Filings. Buyer has delivered to Vendors true and complete copies of (i) its annual report on Form 10-K for year ended December 31, 1999; (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, June 30 and September 30, 2000; (iii) its proxy statements relating to all meetings of the shareholders of Company held since January 1, 2000; (iv) all of its other reports filed with the Securities and Exchange Commission ("SEC") since January 1, 2000 and (v) registration statements filed with the SEC since January 1, 2000. The reports and statements so delivered are referred to collectively in this Agreement as the "Buyer SEC Filings." As of their respective dates, the Buyer SEC Filings (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Buyer included or incorporated by reference in the Buyer SEC Filings (i) 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); (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; and (iii) fairly present, in all material respects, the financial position of Buyer as of the dates thereof and the income and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments).
Financial Statements and SEC Filings a. ATG represents that (i) ATG’s financial statements contained in its periodic reports filed with the Securities and Exchange Commission (the “Financial Statements”) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated and with each other, except that the unaudited Financial Statements do not contain all footnotes required by U.S. GAAP; (ii) the Financial Statements fairly present the financial condition and operating results of ATG as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments; (iii) except as set forth in the Financial Statements, ATG has no material liabilities (contingent or otherwise); (iii) ATG is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation; and (iv) ATG maintains and will continue to maintain a standard system of accounting established and administered in accordance with U.S. GAAP until Closing.
(i) ATG has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). Each of the Public Reports has complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley Act”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. To the knowledge of ATG or the ATG Controlling Shareholders, there is no event, fact or circumstance that would cause any certification signed by any officer of ATG in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of its Common Stock. The consummation of the transactions contemplated by this Agreement do not conflict with and will not result in any violation of any FINRA or OTC Bulletin Board trading requirement or standard applicable to ATG or its Common Stock. All of the issued and outstanding shares of Common Stock have been issued in compliance with the Securities Act and applicable state securities laws and no stockholder of ATG has any...
Financial Statements and SEC Filings. NAC has made available to the Shareholders (or the Shareholders' Representative) true and correct copies of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed by NAC with the U.S. Securities and Exchange Commission (the "SEC") between January 1, 2000 and the date of this Agreement. NAC will also deliver to the Shareholders' Representative, on or before the Effective Time, any reports that are filed with the SEC after the date hereof, and any other reports sent generally to its shareholders after the date hereof, but not required to be filed with the SEC. All such reports are collectively referred to herein as the "NAC BUSINESS REPORTS"; and the financial statements, including the notes thereto, contained in the NAC
