Financial Statements and SEC Filings. (a) The consolidated financial statements (hereinafter referred to collectively as the “Company Audited Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-KSB with respect to the fiscal year ended December 31, 2005 and 2004, are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Audited Financial Statements fairly present, in all material respects in conformity with such principles as so applied, the consolidated financial position and results of operations and cash flows of the Company, at the dates shown and for the periods therein specified. The balance sheet constituting a part of the Company Audited Financial Statements fairly present in all material respects all consolidated liabilities of the Company, on a consolidated basis, of the types normally reflected in balance sheets as and at the respective dates thereof.
(b) The consolidated financial statements (hereinafter referred to as the “Company Interim Financial Statements” and, together with the Company Audited Financial Statements, herein referred to as the “Company Historical Financial Statements”) of the Company and its consolidated subsidiaries contained in its Form 10-QSB with respect to the quarters ending March 31, 2006, June 30, 2006 and September 30, 2006 are true and correct and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate. The Company Interim Financial Statements fairly present in all material respects in conformity with such principles so applied, the consolidated financial position and results of operations and cash flows of the Company, on a consolidated basis, at the dates shown and for the periods therein specified. The balance sheets constituting a part of the Company Interim Financial Statements fairly present, in all material respects, all liabilities of the Company, on a consolidated basis of the types normally reflected in balance sheets as and at the respective date thereof.
(c) The Company is a reporting company registered under Section 12(g) of the Exchange Act. The Company has filed on a timely basis all forms, reports and documents required to be filed with the Securities and Exchange Commission (“SEC”) since January 1, 2004. All such required forms, reports and documents (including those that the Company may file subsequent to the da...
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. 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. (a) Each of the consolidated balance sheets of Northrim 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 Northrim 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, “Northrim SEC Reports”) 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 Northrim SEC Report (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Northrim 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 Northrim SEC Reports (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 Northrim 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, Northrim has filed all Northrim SEC Reports required to be filed under applicable Law. As of their respective filing dates or the filing dates of amendments, the Northrim SEC Reports complied as to form in all material respects with the requirements of the Exchange Act, and none of the Northrim SEC Reports 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 under which they were made, not misleading.
(c) The records, systems, controls...
Financial Statements and SEC Filings. Urologix has delivered to ------------------------------------ Sellers true and complete copies of (i) its annual reports on Form 10-K for its fiscal years ended June 30, 2000, 1999 and 1998; (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended September 30, 1999, December 31, 1999 and March 31, 2000; (iii) its proxy or information statements relating to all meetings of, or actions taken without a meeting by, the shareholders of Company held since June 30, 1998; and (iv) all of its other 8-K reported filed with the SEC since June 30, 1998. The reports and statements so delivered are referred to collectively in this Agreement as the "Urologix SEC Filings." As of their respective dates, the Urologix 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, to Urologix's knowledge, 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 Urologix included or incorporated by reference in the Urologix 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 Urologix 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. 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. 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
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, November 1, 1999, December 23, 1999, January 21, 2000, January 28, 2000 and February 11, 2000 and its Registration Statements on Form S-8 filed October 1, 1999 and December 27, 1999, constituting all filings made with the Securities and Exchange Commission (the "SEC") from and after June 24, 1999, the effective date
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
Financial Statements and SEC Filings. Furnish to Bank: (i) immediately upon filing, copies of all SEC filings, including Borrower's 10K and 10Qs; (ii) annually, a copy of the CPA Management Letter that Borrower's certified public accountant addresses to Borrower and Borrower's response thereto; and (iii) such other information respecting the financial condition and operations of Borrower as Bank may from time to time reasonably request. At or before the time of furnishing the annual report of audit and each quarterly report, Borrower shall provide to Bank a compliance certificate containing a calculation of each of the financial ratio covenants with which Borrower must comply and a non-default statement signed by Borrower's certified public accountant, as to each annual report, or Borrower's Chief Financial Officer, as to each quarterly report.
