Financial Statements; SEC Filings. The Seller heretofore has delivered to the Purchaser true and complete copies of the Corporation's filings made with the Securities and Exchange Commission (the "SEC") since the filing of its Registration Statement on Form 10SB 12G, as filed with the Securities and Exchange Commission on October 29, 1999 (the "Form10SB 12G"), which consists of (a) the registration statement, together with any amendments thereto on Form 10SB 12G, (b) Annual Reports on Form 10-K for the fiscal years ended (i) December 31, 2000 (the "2000 Form 10-K"), including audited consolidated balance sheet as of December 31, 2000, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "2000 Statements") and (ii) December 31, 1999, including audited consolidated balance sheet as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "1999 Statements") and (b) Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March 31, 2001 (all such filings the "SEC Filings"). As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state any 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 2000 Statements, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position of the Corporation as of the dates and for the periods indicated.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Alphacom Corp), Stock Purchase Agreement (Lingo Media Inc)
Financial Statements; SEC Filings. The Seller heretofore has delivered to the Purchaser true and complete copies of the Corporation's filings made with the Securities and Exchange Commission (the "SEC") since the filing of its Registration Statement on Form 10SB 12G, as filed with the Securities and Exchange Commission on October 29, 1999 (the "Form10SB 12G"), which consists of (a) Included in the registration statement, together with any amendments thereto on Form 10SB 12G, (b) Annual Reports on last Form 10-K for KSB filed by Parent with the fiscal years ended (i) December 31, 2000 (SEC are the "2000 Form 10-K"), including audited consolidated balance sheet of Parent as of December 31, 20002003, and the related audited consolidated statements of operations, shareholdersstockholders' equity (deficit), and cash flow flows for the fiscal year then ended (December 31, 2003, including the related notes and schedules)thereto, and the related opinion accompanying report of KPMG LLP, the company's independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "2000 Statements") and (ii) December 31, 1999, including audited consolidated balance sheet as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "1999 Statements") and accountant.
(b) Quarterly Reports on Form The financial statements of Parent contained in the SEC Documents including the Forms 10-Q QSB for the quarters three months ended September 30, 1999, March 31, 2000, 2004 and June 30, 2000, September 30, 2000, and March 31, 2001 2004 (all such filings the "Most Recent Filing Date") have been prepared in accordance with GAAP and in accordance with the published rules and regulations of the SEC Filings")with respect thereto throughout the periods involved as explained in the notes to such financial statements. As The Parent financial statements present fairly, in all material respects, as of their respective dates, the SEC Filings financial position of Parent. Parent did not contain have, as of the date of any such financial statements, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected therein in accordance with GAAP, and all assets reflected therein present fairly the assets of Parent in accordance with GAAP.
(c) Beginning with the Form 10-KSB for the year ended December 31, 2002, Parent has made all filings with the SEC that it has been required to make under the Securities Act of 1933 and the Securities Exchange Act of 1934. All documents required to be filed as exhibits to the SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms. Since the filing of the Form 10-KSB for the year ended December 31, 2002, each of Parent's SEC Documents has complied in all material respects with the Exchange Act in effect as of their respective dates. None of Parent's SEC Documents including the Forms 10-KSB and Form 10-QSB for quarters ended in 2003 and 2004, as of their respective dates, contained any untrue statement of a material fact or omit omitted to state any 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. The 2000 StatementsTo Parent's knowledge, the 1999 Statements failure to file Forms 10-KSB and the financial statements 10-QSB for a number of the Corporation included in the SEC Filings were prepared in accordance with GAAP applied years will not have a material adverse effect on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position of the Corporation as of the dates and for the periods indicatedParent.
Appears in 1 contract
Financial Statements; SEC Filings. The Seller heretofore has delivered to the Purchaser (a) Attached hereto as Schedule 6.05
(a) is a true and complete copies correct copy of the Corporation's audited consolidated balance sheet of the Company and its Consolidated Subsidiaries as at March 31, 1998, and the related consolidated statements of income and statements of cash flows and changes in stockholders' equity of the Company and its Consolidated Subsidiaries for the fiscal year then ended, and the accompanying footnotes, together with the opinion thereon, of KPMG Peat Marwick LLP, independent certified public accountants, a copy of which is contained in Schedule 6.05(a), and such financial statements present fairly in all material respects the financial condition of the Company and its Consolidated Subsidiaries as at such date and the results of the operations of the Company and its Consolidated Subsidiaries for the periods covered by such statements, all in accordance with generally accepted accounting principles. Since March 31, 1998, there has been no material adverse change in the business, financial position or results of operations of the Company and its Subsidiaries. The Company has timely made all filings made required of it with the Securities and Exchange Commission (the "SEC") since the filing of its Registration Statement on Form 10SB 12G, as filed and is in material compliance with the Securities and Exchange Commission on October 29, 1999 (the "Form10SB 12G"), which consists of (a) the registration statement, together with any amendments thereto on Form 10SB 12G, all securities laws applicable to it.
(b) Annual Reports on Form 10-K (i) Attached hereto as Schedule 6.05 is a true and correct copy of the audited financial statements of the Target for the fiscal years ended (i) December 31, 2000 (the "2000 Form 10-K")1995, including audited consolidated balance sheet as of December 31, 20001996 and December 31, and 1997, together with the related audited consolidated statements opinion thereon<347> of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLPPrice Waterhouse, independent certified public accountants (the financial statements referred to accountants, a copy of which is contained in this subparagraph being collectively referred to hereinafter as the "2000 Statements") and (ii) December 31, 1999, including audited consolidated balance sheet as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedulesSchedule 6.05(b), and to the related opinion knowledge of KPMG LLPthe Company, independent certified public accountants (the such financial statements referred to in this subparagraph being collectively referred to hereinafter give a true and fair view of the state of affairs of Target and its Subsidiaries as at such dates and of the "1999 Statements") profit and (b) Quarterly Reports on Form 10-Q cash flows of Target and its Subsidiaries for the quarters years then ended September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March 31, 2001 (all such filings the "SEC Filings"). As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state any 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 2000 Statements, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were have been properly prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position Companies Act of the Corporation as of the dates and for the periods indicated1985.
Appears in 1 contract
Samples: Credit Agreement (Macdermid Inc)
Financial Statements; SEC Filings. (a) The Seller heretofore has delivered Sellers have made available to Purchaser (i) the Purchaser true and complete copies audited balance sheet of the Corporation's filings made Business as of December 31, 2001, and the related audited income statement and statement of cash flows of the Business for the year ended December 31, 2001, together with the Securities report thereon of Aidman, Piser & Company, P.A. and Exchange Commission (ii) the unaudited balance sheet of the Busixxxx as at September 30, 2002 (the "SECInterim Balance Sheet") since and the filing related unaudited statements of its Registration Statement income and cash flow for the nine months ended September 30, 2002, including, in each case, the notes thereto. Except as set forth on Form 10SB 12GSchedule 2.19, such financial statements fairly present, in all material respects, the financial position of the Business as filed of the date thereof and the results of operations of the Business for the period indicated and have been prepared in accordance with GAAP applied on a consistent basis throughout the Securities period covered (except in each case as stated in the applicable footnotes or auditor's report and Exchange Commission on October 29except, 1999 (in the "Form10SB 12G"case of interim financial statements, for year-end adjustments and the absence of notes), which consists of (a) the registration statement, together with any amendments thereto on Form 10SB 12G, .
(b) Annual Reports Neither of the Sellers has any liabilities or obligations which would be required under GAAP to be reflected on a balance sheet of the Sellers as of the date of this Agreement, except for liabilities and obligations (i) reflected or reserved against in the Interim Balance Sheet, (ii) incurred or arising in the ordinary course of business since September 30, 2002, (iii) constituting Excluded Liabilities, (iv) incurred or arising other than in the ordinary course of business since September 30, 2002 and not, individually or in the aggregate, material, or (v) described on Schedule 2.19.
(c) As of their respective dates, Parent's annual report on Form 10-K for the fiscal years year ended (i) December 31, 2000 (the "2000 Form 10-K"), including audited consolidated balance sheet as of December 31, 20002001, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "2000 Statements") and (ii) December 31, 1999, including audited consolidated balance sheet as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "1999 Statements") and (b) Quarterly Reports all required quarterly reports on Form 10-Q for and current reports on Form 8-K with the quarters ended September 30SEC since January 1, 19992002 (other than the financial statements (including the notes thereto) filed as a part thereof or incorporated by reference therein about which no representation is made hereby) (the "Seller SEC Documents"), March 31in so far as they relate to the Assets or the Transferred Business, 2000, June 30, 2000, September 30, 2000complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller SEC Documents, and March 31, 2001 (all such filings none of the "Seller SEC Filings"). As of their respective dates, the SEC Filings did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state any a material fact, in either case only in so far as such fact or omission relates to the Assets or the Transferred Business, 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 2000 Statements, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position of the Corporation as of the dates and for the periods indicated.
Appears in 1 contract
Financial Statements; SEC Filings. The Seller heretofore has delivered to the Purchaser true and complete copies of the Corporation's filings made with the Securities and Exchange Commission (the "SEC") since the filing of its Registration Statement on Form 10SB 12G, as filed with the Securities and Exchange Commission on October 29, 1999 (the "Form10SB 12G"), which consists of (a) Attached hereto as Schedule 6.05
(a) is a true and correct copy of the registration statementaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as at March 31, 1998, and the related consolidated statements of income and statements of cash flows and changes in stockholders' equity of the Company and its Consolidated Subsidiaries for the fiscal year then ended, and the accompanying footnotes, together with any amendments thereto on Form 10SB 12Gthe opinion thereon, of KPMG Peat Marwick LLP, independent certified public accountants, a copy of which is contained in Schedule 6.05(a), and such financial statements present fairly in all material respects the financial condition of the Company and its Consolidated Subsidiaries as at such date and the results of the operations of the Company and its Consolidated Subsidiaries for the periods covered by such statements, all in accordance with 86 96 generally accepted accounting principles. Since March 31, 1998, there has been no material adverse change in the business, financial position or results of operations of the Company and its Subsidiaries. The Company has timely made all filings required of it with the SEC and is in material compliance with all securities laws applicable to it.
(b) Annual Reports on Form 10-K (i) Attached hereto as Schedule 6.05(b) is a true and correct copy of the audited financial statements of the Target for the fiscal years ended (i) December 31, 2000 (the "2000 Form 10-K")1995, including audited consolidated balance sheet as of December 31, 20001996 and December 31, and 1997, together with the related audited consolidated statements opinion thereon of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLPPrice Waterhouse, independent certified public accountants (the financial statements referred to accountants, a copy of which is contained in this subparagraph being collectively referred to hereinafter as the "2000 Statements") and (ii) December 31, 1999, including audited consolidated balance sheet as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedulesSchedule 6.05(b), and to the related opinion knowledge of KPMG LLPthe Company, independent certified public accountants (the such financial statements referred to in this subparagraph being collectively referred to hereinafter give a true and fair view of the state of affairs of Target and its Subsidiaries as at such dates and of the "1999 Statements") profit and (b) Quarterly Reports on Form 10-Q cash flows of Target and its Subsidiaries for the quarters years then ended September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March 31, 2001 (all such filings the "SEC Filings"). As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state any 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 2000 Statements, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were have been properly prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position Companies Act of the Corporation as of the dates and for the periods indicated1985.
Appears in 1 contract
Financial Statements; SEC Filings. The Seller heretofore has delivered to the Purchaser true (a) True, correct and complete copies of the Corporation's filings made with following financial statements have been delivered to the Securities and Exchange Commission (Company prior to the "SEC") since the filing of its Registration Statement on Form 10SB 12G, as filed with the Securities and Exchange Commission on October 29, 1999 (the "Form10SB 12G"), which consists of (a) the registration statement, together with any amendments thereto on Form 10SB 12G, (b) Annual Reports on Form 10-K for the fiscal years ended date hereof: (i) December 31, 2000 (the "2000 Form 10-K"), including audited consolidated balance sheet sheets of Parent as of December 31June 30, 20002008 and 2009, and the related audited consolidated statements of operations, shareholders' equity stockholders’ equity, and cash flow flows for the fiscal year then years ended June 30, 2008 and 2009, together with the notes thereto (including collectively, the related notes “Parent Audited Financial Statements”), and schedules(ii) the unaudited consolidated balance sheet (the “Parent Balance Sheet”) of Parent as of September 30, 2009 (the “Parent Balance Sheet Date”), and the related opinion unaudited consolidated statements of KPMG LLP, independent certified public accountants operations and cash flows for the three-month period then ended (the “Parent Interim Financial Statements” and together with the Parent Audited Financial Statements, the “Parent Financial Statements”).
(b) The Parent Financial Statements (i) have been prepared in accordance with GAAP and fairly present, in all material respects, the financial statements referred to in this subparagraph being collectively referred to hereinafter position, results of operations, stockholders’ equity, and cash flows of Parent, on a consolidated basis with its Subsidiaries, as of the "2000 Statements") dates and for the periods indicated, and (ii) December 31were prepared in accordance with the books and records of Parent and its Subsidiaries (subject, 1999in the case of the Parent Interim Financial Statements, including audited consolidated balance sheet as of December 31to those items set forth on Schedule 6.6, 1999, normal year-end adjustments and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended notes thereto).
(including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "1999 Statements"c) and (b) Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, March 31, 2000, From June 30, 20002008 through the date of this Agreement, September 30Parent has filed or furnished all forms, 2000, documents and March 31, 2001 reports required to be filed or furnished by it with the SEC (all such the “Parent SEC Documents”). None of Parent’s Subsidiaries is required to make any filings with the "SEC Filings")SEC. As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Parent SEC Filings did not contain Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents (excluding any Parent Financial Statements included therein) contained any untrue statement of a material fact or omit omitted to state any 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 2000 Statements.
(d) To Parent’s Knowledge, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position of the Corporation as of the dates and for the periods indicateddate of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Parent.
Appears in 1 contract
Financial Statements; SEC Filings. (a) The Seller heretofore Company has delivered to Buyer copies (which copies are complete and correct) of (i) the Purchaser true audited balance sheets and complete copies related statements of income and cash flows of the Corporation's filings made Company and its subsidiaries (including the Subsidiaries, as applicable) on a consolidated basis for the fiscal years ended September 30, 2000, 2001 and 2002 (the “Audited Financial Statements”) and (ii) the unaudited balance sheet and related statements of income and cash flow of the Company and its Subsidiaries on a consolidated basis for the six months ended March 29, 2003 (the “Unaudited Financial Statements,” together with the Securities Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairly in all material respects the financial condition and Exchange Commission results of operations of the Company and its subsidiaries (including the "SEC") since the filing of its Registration Statement on Form 10SB 12GSubsidiaries, as applicable) on a consolidated basis as of the dates and for the periods indicated. The Audited Financial Statements have been prepared in accordance with generally accepted accounting principles in effect in the United States of America (“GAAP”) consistently applied throughout the periods covered thereby. The Unaudited Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except for the absence of footnotes.
(b) Since October 1, 2000, the Company and its subsidiaries (including the Subsidiaries, as applicable) have filed with the Securities all reports, schedules, forms and Exchange Commission on October 29, 1999 (the "Form10SB 12G"), which consists of (a) the registration statementother documents and materials, together with any amendments thereto on Form 10SB 12Grequired to be filed with respect thereto, required to be filed by them with the SEC under the Securities Act of 1933, as amended (b) Annual Reports on Form 10-K for the fiscal years ended “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be (collectively, the “Required SEC Reports”). The Required SEC Reports, including the financial statements contained therein, (i) December 31were prepared, 2000 (in all material respects, in accordance with the "2000 Form 10-K")requirements of the Securities Act or the Exchange Act, as the case may be, including audited consolidated balance sheet all rules and regulations promulgated by the SEC thereunder, in each case, as in effect at the time they were filed (and, in the case of December 31a registration statement, 2000, and at the related audited consolidated statements time of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion effectiveness of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "2000 Statements"such registration statement) and (ii) December 31, 1999, including audited consolidated balance sheet as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "1999 Statements") and (b) Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March 31, 2001 (all such filings the "SEC Filings"). As of their respective dates, the SEC Filings did not at the time they were filed (or, in the case of a registration statement, at the time of effectiveness of such registration statement or at anytime thereafter during which the Company offered the securities registered on such registration statement) contain any untrue statement of a material fact or omit to state any 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. The 2000 Statements, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position of the Corporation as of the dates and for the periods indicated.
Appears in 1 contract
Financial Statements; SEC Filings. The Seller heretofore (a) Company has delivered to the Purchaser true and complete copies of the Corporation's filings made with the Securities and Exchange Commission (the "SEC") since the filing of its Registration Statement on Form 10SB 12G, as filed with the Securities and Exchange Commission on October 29, 1999 (the "Form10SB 12G"), which consists of (a) the registration statement, together with any amendments thereto on Form 10SB 12G, (b) Annual Reports on Form 10-K for the fiscal years ended following financial statements to Buyer: (i) December 31, 2000 (the "2000 Form 10-K"), including audited consolidated balance sheet as of December 31Company at March 29, 20001997 and the consolidated statements of income, stockholders' equity and changes in financial position for the two years ended March 29, 1997, in each case including the notes thereto and the related audited consolidated statements report of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG Ernst & Young LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "2000 Statements") accountants, and (ii) December 31the unaudited consolidated statements of financial position of Company and its subsidiaries at June 28, 19991997 and the unaudited consolidated statements of stockholders' equity and changes in financial position for the thirteen-week period ended June 28, 1997, and the unaudited consolidated statements of income for the thirteen-week period ended June 28, 1997, in each case including audited any notes thereto.
(b) All such financial statements delivered pursuant to Section 2.6(a) hereof are in accordance with the books and records of Company and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods indicated. Such consolidated balance sheets present fairly in all material respects the financial position of Company as of the dates thereof. Except as and to the extent reflected or reserved against in such consolidated balance sheets (including the notes thereto), Company does not have any liabilities or obligations (absolute or contingent) of a nature required to be or customarily reflected in a consolidated balance sheet as (or the notes thereto) prepared in accordance with generally accepted accounting principles consistently applied. The con- solidated statements of December 31income present fairly in all material respects the results of operations of Company for the periods indi- cated.
(c) Since April 2, 19991994, Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under the Securities Act, the Exchange Act and the related audited consolidated statements respective rules and regulations thereunder, all of operations, shareholders' equity and cash flow for which complied in all material respects with all applicable requirements of the fiscal year then ended (including the related notes and schedules), appropriate act and the related opinion of KPMG LLPrules and regulations thereunder (such forms, independent certified public accountants (the financial statements referred to in this subparagraph being statements, reports and documents are collectively referred to hereinafter as the "1999 Statements") and (b) Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March 31, 2001 (all such filings the "SEC Filings"). Company has delivered or made available to Buyer accurate and complete copies of all of its SEC Filings since March 29, 1997. Company will promptly deliver any future SEC Filings to Buyer.
(d) As of their respective dates, the (i) each of Company's past SEC Filings did not was, and each of its future SEC Filings will be, prepared in compliance in all material respects with the laws, regulations and forms governing such SEC Filing; and (ii) none of its past SEC Filings did, and none of its future SEC Filings will, contain any untrue statement of a material fact or omit to state any 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 2000 Statements, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position of the Corporation as of the dates and for the periods indicated.
Appears in 1 contract
Financial Statements; SEC Filings. 3.4.1 The Seller heretofore has delivered to Consolidated balance sheets of Parent and its subsidiaries as of December 31, 2003 and December 31, 2002 and related statements of operations, shareholders' equity and cash flows for the Purchaser true and complete copies of years then ended included in the Corporation's filings made with the Securities and Exchange Commission (the "SEC") since the filing of its Registration Statement Annual Report on Form 10SB 12G10-KSB of Parent for the fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission on October 29, 1999 (the "Form10SB 12GSEC"), which consists and the unaudited, consolidated balance sheet of (a) Parent as of September 30, 2004 and the registration statement, together with any amendments thereto on Form 10SB 12G, (b) Annual Reports related unaudited statement of operations for the period then ended included in the Quarterly Report on Form 10-K QSB of Parent and its subsidiaries for the fiscal years quarter ended September 30, 2004 as filed with the SEC, copies of all of which have been made available by Parent to Seller (i) December 31collectively, 2000 the "Parent Financial Statements"), have been prepared in accordance with GAAP (except as disclosed in the notes thereto), and presented fairly the financial position of Buyer at the dates, and the results of operations of Parent and its subsidiaries for the periods, stated therein.
3.4.2 Since November 22, 2004, Parent and its principal shareholders have filed with the SEC all forms, reports and documents required to be filed pursuant to the Securities Act of 1933, as amended (the "2000 Form 10-KSecurities Act"), including audited consolidated balance sheet as of December 31, 2000, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion Securities Exchange Act of KPMG LLP1934, independent certified public accountants as amended (the financial statements referred "Exchange Act"), together with the rules and regulations promulgated there under, all of which, as of the respective filing dates, complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. Parent has made available to in this subparagraph being collectively referred to hereinafter as Seller a true and complete copy of each report filed by Parent with the SEC since November 22, 2004 (the "2000 Statements") and (ii) December 31, 1999, including audited consolidated balance sheet Parent Filings). None of the Parent Filings as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "1999 Statements") and (b) Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March 31, 2001 (all such filings the "SEC Filings"). As of their respective dates, dates they respectively were filed with the SEC Filings did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required necessary 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 2000 Statements, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position of the Corporation as of the dates and for the periods indicated.
Appears in 1 contract
Samples: Agreement of Purchase and Sale of Stock (Practicexpert Inc)
Financial Statements; SEC Filings. (a) The Seller heretofore has delivered Sellers have made available to Purchaser (i) the Purchaser true and complete copies audited balance sheet of the Corporation's filings made Business as of December 31, 2001, and the related audited income statement and statement of cash flows of the Business for the year ended December 31, 2001, together with the Securities report thereon of Aidman, Piser & Company, P.A. and Exchange Commission (ii) the unaudited balance sheet of the Busxxxxx as at September 30, 2002 (the "SECInterim Balance Sheet") since and the filing related unaudited statements of its Registration Statement income and cash flow for the nine months ended September 30, 2002, including, in each case, the notes thereto. Except as set forth on Form 10SB 12GSchedule 2.19, such financial statements fairly present, in all material respects, the financial position of the Business as filed of the date thereof and the results of operations of the Business for the period indicated and have been prepared in accordance with GAAP applied on a consistent basis throughout the Securities period covered (except in each case as stated in the applicable footnotes or auditor's report and Exchange Commission on October 29except, 1999 (in the "Form10SB 12G"case of interim financial statements, for year-end adjustments and the absence of notes), which consists of (a) the registration statement, together with any amendments thereto on Form 10SB 12G, .
(b) Annual Reports Neither of the Sellers has any liabilities or obligations which would be required under GAAP to be reflected on a balance sheet of the Sellers as of the date of this Agreement, except for liabilities and obligations (i) reflected or reserved against in the Interim Balance Sheet, (ii) incurred or arising in the ordinary course of business since September 30, 2002, (iii) constituting Excluded Liabilities, (iv) incurred or arising other than in the ordinary course of business since September 30, 2002 and not, individually or in the aggregate, material, or (v) described on Schedule 2.19.
(c) As of their respective dates, Parent's annual report on Form 10-K for the fiscal years year ended (i) December 31, 2000 (the "2000 Form 10-K"), including audited consolidated balance sheet as of December 31, 20002001, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "2000 Statements") and (ii) December 31, 1999, including audited consolidated balance sheet as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "1999 Statements") and (b) Quarterly Reports all required quarterly reports on Form 10-Q for and current reports on Form 8-K with the quarters ended September 30SEC since January 1, 19992002 (other than the financial statements (including the notes thereto) filed as a part thereof or incorporated by reference therein about which no representation is made hereby) (the "Seller SEC Documents"), March 31in so far as they relate to the Assets or the Transferred Business, 2000, June 30, 2000, September 30, 2000complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller SEC Documents, and March 31, 2001 (all such filings none of the "Seller SEC Filings"). As of their respective dates, the SEC Filings did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state any a material fact, in either case only in so far as such fact or omission relates to the Assets or the Transferred Business, 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 2000 Statements, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position of the Corporation as of the dates and for the periods indicated.
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Samples: Asset Purchase Agreement (North Atlantic Trading Co Inc)
Financial Statements; SEC Filings. Borrower has furnished to Lender --------------------------------- audited balance sheets of Borrower as of December 31, 1999, and the related statements of income, shareholders' equity and cash flows for the periods then ended and the unaudited balance sheet of Borrower as of September 30, 2000 and the related statements of income, shareholders' equity and cash flows for the six months then ended (all such balance sheets and statements, collectively, the "Financial Statements"). The Seller heretofore has delivered to Financial Statements present fairly the Purchaser true and complete copies financial position of Borrower as of the Corporation's filings made dates indicated, and the results of operations for the periods then ended, all in conformity with generally accepted accounting principles ("GAAP") consistently applied. Each form, report, schedule, registration statement and definitive proxy statement filed by Borrower with the Securities and Exchange Commission (the "SEC") since prior to the filing date hereof (as such documents have been amended prior to the date hereof or, with respect to the Additional Advances, prior to the date of its Registration Statement on Form 10SB 12G, as filed with the Securities and Exchange Commission on October 29, 1999 (such Additional Advance the "Form10SB 12GSEC Reports"), which consists of (a) the registration statement, together with any amendments thereto on Form 10SB 12G, (b) Annual Reports on Form 10-K for the fiscal years ended (i) December 31, 2000 (the "2000 Form 10-K"), including audited consolidated balance sheet as of December 31, 2000, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "2000 Statements") and (ii) December 31, 1999, including audited consolidated balance sheet as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "1999 Statements") and (b) Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March 31, 2001 (all such filings the "SEC Filings"). As of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. None of the SEC Filings did not contain Reports, as of their respective dates, contained or contains any untrue statement of a material fact or omit omits to state any 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, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The 2000 Statements, the 1999 Statements and the consolidated financial statements of the Corporation Borrower and its subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Filings were with respect thereto, have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis(except as may be indicated in the notes thereto or, are truein the case of the unaudited interim financial statements, complete as permitted by Form 10-Q of the SEC) and correct fairly present in all material respects and present fairly (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of the Corporation Borrower and its subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods indicatedthen ended. Since December 31, 1999, neither Borrower nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies
(a) which are reflected on the consolidated balance sheet of Borrower and its subsidiaries as of September 30, 2000 (including the notes thereto) or (b) which (i) were incurred in the ordinary course of business after September 30, 2000 and consistent with past practices, or (ii) are disclosed in the SEC Reports. Since 1998, but except as provided on Schedule 4(c), Borrower has timely filed with the SEC all ------------- forms, reports and other documents required to be filed prior to the date hereof, and no subsidiary of Borrower has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. Since 1998, except as described in the SEC Reports, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of Borrower or any subsidiary of Borrower, except changes resulting from changes in accounting pronouncements of Financial Accounting Standards Boards or changes in applicable laws or rules or regulations thereunder.
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