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).
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Samples: Share Purchase Agreement (Act Teleconferencing Inc)
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 Since January 1, 2000; 2006, the Company has filed all required reports, schedules, forms, financial statements and other documents (ivincluding exhibits and all other information incorporated therein) 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 Company SEC Filings." Documents"). As of their respective dates, the Buyer Company SEC Filings Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (including all exhibits the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and schedules thereto the rules and documents incorporated by reference therein) 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 madetherein, in the light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim As of their respective dates, the financial statements of Buyer the Company included or incorporated by reference in the Buyer Company SEC Filings (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except Documents, as may be indicated in the notes thereto); (ii) amended, complied as of their respective dates 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 (iii) fairly present, presented in all material respects, respects the financial position of Buyer the Company as of the dates thereof and the income results of its operations and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments).
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Financial Statements and SEC Filings. Buyer Partner has delivered to Vendors Company true and complete copies of (i) its annual report reports on Form 10-K for year its fiscal years ended December 31September 30, 19991993, 1994 and 1995; (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31commencing October 1, June 30 and September 30, 20001993; (iii) its proxy or information statements relating to all meetings of of, or actions taken without a meeting by, the shareholders of Company Partner held since January 1September 30, 20001993; and (iv) all of its other reports or registration statements filed with the Securities and Exchange Commission (the "SEC") since January October 1, 2000 and (v) registration statements filed with the SEC since January 1, 20001993. The reports and statements so delivered are referred to collectively in this Agreement as the "Buyer Partner SEC Filings." As of their respective dates, the Buyer Partner 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. Partner has delivered to Company's counsel copies of any statements on Schedule 13D and Schedule 13G known to Partner which had been filed with the SEC with respect to capital stock of Partner pursuant to the 1934 Act. The audited financial statements and unaudited interim financial statements of Buyer Partner included or incorporated by reference in the Buyer Partner SEC Filings (i) have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the 0000 Xxx) 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, present the financial position of Buyer Partner 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).
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Financial Statements and SEC Filings. Buyer Company has delivered to Vendors Partner true and complete copies of (i) its annual report reports on Form 10-K for year its fiscal years ended December 31, 19991993 and 1994; (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, June 30 and September 30, 20001995; (iii) its proxy or information statements relating to all meetings of of, or actions taken without a meeting by, the shareholders of Company held since January 1December 31, 20001994; and (iv) all of its other 8-K reports filed with the Securities and Exchange Commission ("SEC") since January 1, 2000 and (v) registration statements filed with the SEC since January 1December 31, 20001994. The reports and statements so delivered are referred to collectively in this Agreement as the "Buyer Company SEC Filings." As of their respective dates, the Buyer Company 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 Company included or incorporated by reference in the Buyer Company 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, present the financial position of Buyer Company 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).
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Financial Statements and SEC Filings. Buyer Urologix has delivered to Vendors ------------------------------------ Sellers true and complete copies of (i) its annual report reports on Form 10-K for year its fiscal years ended December 31June 30, 19992000, 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, June 30 and September 30, 2000; (iii) its proxy or information statements relating to all meetings of of, or actions taken without a meeting by, the shareholders of Company held since January 1June 30, 20001998; and (iv) all of its other reports filed with the Securities and Exchange Commission ("SEC") since January 1, 2000 and (v) registration statements 8-K reported filed with the SEC since January 1June 30, 20001998. The reports and statements so delivered are referred to collectively in this Agreement as the "Buyer Urologix SEC Filings." As of their respective dates, the Buyer 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 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 Buyer Urologix included or incorporated by reference in the Buyer 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 Buyer 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).
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