Financial Statements and SEC Reports. Except as disclosed on Schedule 4.9, PST has timely filed all required forms, reports, statements and documents with the Commission since May 31, 1997, all of which have complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. PST heretofore has delivered to Enterprises true and complete copies of: (i) its Annual Reports on Form 10-K (including all amendments thereto) for the fiscal years ended December 31, 1995, December 31, 1996 and December 31, 1997; (ii) its Quarterly Reports on Form 10-Q (including all amendments thereto) for the fiscal quarters ended March 31, 1995, June 30, 1995, September 30, 1995, March 31, 1996, June 30, 1996, September 30, 1996, March 31, 1997, June 30, 1997, September 30, 1997 and March 31, 1998; (iii) its definitive proxy statements relating to all meetings of its shareholders (whether annual or special) held since December 31, 1994; and (iv) all other reports, statements and registration statements filed or required to be filed by it with the Commission since December 31, 1994 (the documents referred to in clauses (i), (ii), (iii), and (iv) being hereinafter referred to as the "PST SEC REPORTS"). As of their respective dates, the PST SEC Reports were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and did not 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements (including any related notes) of PST included in the PST SEC Reports were prepared in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report of Xxxxxx Xxxxxxxx LLP, independent public accountants for PST), and present fairly in all material respects the financial position, results of operations and cash flows of PST as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to condensation, the absence of notes not required for quarterly financial statements thereto and normal year-end audit adjustments. 4.10 Events Subsequent to Most Recent Fiscal Year End. Since December 31, 1997, and other than as set forth in Schedule 4.10, PST has co...
Financial Statements and SEC Reports. Purchaser has timely filed all required forms, reports, statements and documents with the Securities and Exchange Commission ("SEC") since January 1, 2000, all of which have complied in all material respects with all applicable requirements of the federal securities laws. Purchaser has heretofore delivered or made available to Seller true and complete copies of (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2001, (ii) its Quarterly Report on Form 10-Q for the three-month period ended March 31, 2002 and (iii) its proxy statement relating to its Annual Meeting of Stockholders held on May 14, 2002, (the documents referred to in clauses (i), (ii) and (iii) being hereinafter referred to as the "SEC Reports"). As of their respective dates, the SEC Reports 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements (including any related notes) of Purchaser included in the SEC Reports were prepared in conformity with GAAP applied on a consistent basis, and present fairly the consolidated financial position, results of operations and cash flows of Purchaser and its consolidated subsidiaries as of the date and for the periods indicated.
Financial Statements and SEC Reports. From and after the date hereof until the Effective Time, each party hereto shall deliver to the other, as soon as available but in no event later than forty-five (45) days after the end of each fiscal quarter, a consolidated balance sheet as of the last day of such fiscal period and a consolidated statement of income, stockholders' equity and cash flows of such party and its subsidiaries for the fiscal period then ended, prepared in accordance with general accounting principles, with such exceptions as are noted on such financial statements, and in the case of ATMI, the requirements of Form 10-Q or Form 10-K, as the case may be, under the Exchange Act. From and after the date hereof until the Effective Time, ATMI shall deliver to the ADCS Group as soon as available all forms, reports and other documents filed by the ATMI Group or its affiliates with the SEC, and each party shall otherwise keep the other apprised of any material development with respect to its business or financial condition. 5.17.
Financial Statements and SEC Reports. Tetra Tech has timely ------------------------------------ filed all required forms, reports, statements and documents with the SEC since January 1, 1994, all of which have complied in all material respects with all applicable requirements of the Securities Act or the Exchange Act. Tetra Tech has heretofore delivered or made available to the Companies true and complete copies of (i) its Annual Report on Form 10-K for the fiscal year ended September 29, 1996, (ii) its Quarterly Reports on Form 10-Q for the fiscal quarters ended December 29, 1996 and Xxxxx 00, 0000, (xxx) its proxy statement relating to its Annual Meeting of Stockholders held on February 7, 1997, and (iv) all other reports, statements and registration statements filed or required to be filed by it with the SEC since January 1, 1995 (the documents referred to in clauses (i), (ii), ----------- ---- (iii) and (iv) being hereinafter referred to as the "Tetra Tech SEC Reports"). ----- ---- As of their respective dates, the Tetra Tech SEC Reports 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements (including any related notes) of Tetra Tech included in the Tetra Tech SEC Reports were prepared in conformity with GAAP applied on a consistent basis, and present fairly the consolidated financial position, results of operations and cash flows of Tetra Tech and its consolidated subsidiaries as of the date and for the periods indicated, subject, in the case of unaudited interim consolidated financial statements, to condensation, the absence of certain notes thereto and normal year-end audit adjustments.
Financial Statements and SEC Reports. Prior to the Effective Time, each party to this Agreement shall deliver to the other, as soon as available but in no event later than 45 days after the end of each fiscal quarter (or 90 days after the end of a fiscal year), a consolidated balance sheet as of the last day of such fiscal period and the consolidated statements of income, stockholders' equity and cash flows of such party and its subsidiaries for the fiscal period then ended prepared in accordance with generally accepted accounting principles and the requirements of Form 10-Q (or Form 10-K as the case may be) under the Exchange Act. Prior to the Effective Time, each party to this Agreement shall deliver to the other, as soon as available, a copy of each form, report and other document filed by such party with the SEC.
Financial Statements and SEC Reports. 20 4.4. TMC CAPITAL STOCK............................................................21 4.5.
Financial Statements and SEC Reports. (a) During the past twelve months, TMC has timely filed all required forms, reports, statements and documents with the Securities and Exchange Commission (the "Commission"), all of which have complied in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). TMC has delivered or made available to the Company and the Shareholders true and complete copies of (i) TMC's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) TMC's proxy statement relating to TMC's annual stockholders meeting held May 8, 1997, and (iii) all other forms, reports, statements and documents filed by TMC with the Commission pursuant to the Exchange Act since March 31, 1997 (collectively, the "TMC Reports"). As of their respective dates, the TMC Reports (including the financial statements contained therein) did not 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 therein, in the light of the circumstances under which they were made, not misleading.
Financial Statements and SEC Reports. (i) The audited consolidated balance sheet of inTEST as of December 31, 1997 (the "inTEST Balance Sheet"), and the related consolidated statements of earnings, changes in stockholders' equity and cash flows for the year then ended, with related notes, certified by KPMG Peat Marwick LLP, certified public accountants, copies of which have been delivered to the Company, present fairly the financial position and results of operations and changes in financial position of inTEST on the date or for the fiscal period covered by such financial statements and were prepared in accordance with GAAP, and there has been no material adverse change in the condition, financial or otherwise, results of operations, retained earnings or business of inTEST from that set forth in the financial statements dated December 31, 1997.
Financial Statements and SEC Reports. (a) eMerge has previously furnished or made available to the Company (via XXXXX) a true and complete copy of the audited financial statements of eMerge for each of the years ended December 31, 2003, 2004 and 2005 (the ”Audited eMerge Financial Statements”) and the unaudited financial statements of eMerge for the three month periods ended March 31, 2006 and June 30, 2006 (the “Unaudited eMerge Financial Statements” and collectively with the Audited eMerge Financial Statements, the “eMerge Financial Statements”). The eMerge Financial Statements (including any related notes and schedules) fairly present in all material respects the financial position of eMerge as of the dates thereof and the results of operations and cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).
Financial Statements and SEC Reports. (a) Parent has made available to the Company copies of (a) the unaudited consolidated balance sheet, as of September 30, 2014, of Parent and its Subsidiaries, and the unaudited consolidated statements of earnings and cash flows of Parent and its Subsidiaries for the nine-month period then ended (such statements, the “Latest Parent Financial Statements”), and (b) the audited consolidated balance sheets, as of December 31, 2013, December 31, 2012 and December 31, 2011 of Parent and its Subsidiaries and the audited consolidated statements of earnings, stockholders’ equity and cash flows of Parent and its Subsidiaries for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011 (such statements, the “Annual Parent Financial Statements,” and together with the Latest Parent Financial Statements, the “Parent Financial Statements”). The Parent Financial Statements fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries, as of the date thereof, and the consolidated results of operations and changes in cash flows of Parent and its Subsidiaries, for the period set forth therein, subject, in the case of the Latest Parent Financial Statements, to normal year-end adjustments and the absence of footnote disclosures. Each of Parent Financial Statements (including all related notes) has been prepared in accordance with GAAP, except as otherwise noted therein, and subject, in the case of the Latest Parent Financial Statements, to normal year-end adjustments and the absence of footnote disclosures. The Latest Parent Financial Statements have been prepared from the books and records of Parent and its Subsidiaries, in all material respects, on a basis consistent with the Annual Parent Financial Statements, subject to normal year-end adjustments and the absence of footnote disclosures. The system of internal controls over financial reporting of Parent and its Subsidiaries is sufficient in all material respects to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP.
