Common use of LEUKOSITE'S SEC STATEMENTS, REPORTS AND DOCUMENTS Clause in Contracts

LEUKOSITE'S SEC STATEMENTS, REPORTS AND DOCUMENTS. Since August 15, 1997, LeukoSite has timely filed with the SEC all forms, reports, registration statements, and documents required to be filed by it. LeukoSite has delivered to the Company true and complete copies of (i) its Annual Report on Form 10-K for its fiscal year ended December 31 1997, (ii) its proxy statements relating to all meetings of its stockholders (whether annual or special) held since August 15, 1997, and (iii) all other forms, reports (including without limitation annual reports pursuant to Exchange Act rule 14a-3), registration statements, and documents filed or required to be filed by it with, or provided or required to be provided by it to, the SEC since August 15, 1997 (collectively, all of the foregoing documents, "LeukoSite's SEC Reports"). As of their respective dates, LeukoSite's SEC Reports complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, 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. None of LeukoSite's SEC Reports is required to be amended or supplemented as of the date hereof. The financial statements (including any related notes) of LeukoSite included in LeukoSite's SEC Reports were prepared in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated in the financial statements or, in the case of audited statements, the related report of LeukoSite's independent certified public accountants) and present fairly in all material respects the consolidated financial position, results of operations, changes in stockholders' equity, and cash flows, as applicable, of LeukoSite and its consolidated Subsidiaries as of the dates and for the periods indicated; subject, in the case of unaudited interim consolidated financial statements, to condensation, the absence of footnote disclosure, and normal, recurring end-of-period adjustments, the effect of which was not and will not be material. Except to the extent (a) reflected or reserved against in LeukoSite's consolidated balance sheet as of September 30, 1998, included in its Quarterly Report on Form 10-Q for its fiscal quarter ended on that date, or (b) incurred with persons other than any Affiliate of LeukoSite in the ordinary course of business after the date of such balance sheet, the Company does not have any liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise (including without limitation liabilities, as guarantor or otherwise, in respect of obligations of others) that would be required to be reflected or reserved against in a balance sheet prepared in accordance with generally accepted accounting principles or referred to in the notes thereto.

Appears in 3 contracts

Samples: Merger Agreement (Leukosite Inc), Merger Agreement (Leukosite Inc), Merger Agreement (Leukosite Inc)

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LEUKOSITE'S SEC STATEMENTS, REPORTS AND DOCUMENTS. Since August 15, 1997, LeukoSite has timely filed with the SEC all forms, reports, registration statements, and documents required to be filed by it. LeukoSite has delivered to the Company true and complete copies of (i) its Annual Report on Form 10-K for its fiscal year ended December 31 199731, 1998, (ii) its proxy statements relating to all meetings of its stockholders (whether annual or special) held since August 15, 1997, and (iii) all other forms, reports (including without limitation annual reports pursuant to Exchange Act rule 14a-3), registration statements, and documents filed or required to be filed by it with, or provided or required to be provided by it to, the SEC since August 15, 1997 (collectively, all of the foregoing documents, "LeukoSite's SEC Reports"). As of their respective dates, LeukoSite's SEC Reports complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, 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. None of LeukoSite's SEC Reports is required to be amended or supplemented as of the date hereof. The financial statements (including any related notes) of LeukoSite included in LeukoSite's SEC Reports were prepared in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated in the financial statements or, in the case of audited statements, the related report of LeukoSite's independent certified public accountants) and present fairly in all material respects the consolidated financial position, results of operations, changes in stockholders' equity, and cash flows, as applicable, of LeukoSite and its consolidated Subsidiaries as of the dates and for the periods indicated; subject, in the case of unaudited interim consolidated financial statements, to condensation, the absence of footnote disclosure, and normal, recurring end-of-period adjustments, the effect of which was not and will not be material. Except to the extent (a) reflected or reserved against in LeukoSite's consolidated balance sheet as of September March 30, 1998, included in its Quarterly Report on Form 10-Q for its fiscal quarter ended on that date, or (b) incurred with persons other than any Affiliate of LeukoSite in the ordinary course of business after the date of such balance sheet, the Company does not have any liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise (including without limitation liabilities, as guarantor or otherwise, in respect of obligations of others) that would be required to be reflected or reserved against in a balance sheet prepared in accordance with generally accepted accounting principles or referred to in the notes thereto.

Appears in 1 contract

Samples: Merger Agreement (Leukosite Inc)

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LEUKOSITE'S SEC STATEMENTS, REPORTS AND DOCUMENTS. Since August 15, 1997, LeukoSite has timely filed with the SEC all forms, reports, registration statements, and documents required to be filed by it. LeukoSite has delivered to the Company true and complete copies of (i) its Annual Report on Form 10-K for its fiscal year ended December 31 19971998, (ii) its proxy statements relating to all meetings of its stockholders (whether annual or special) held since August 15, 1997, and (iii) all other forms, reports (including without limitation annual reports pursuant to Exchange Act rule 14a-3), registration statements, and documents filed or required to be filed by it with, or provided or required to be provided by it to, the SEC since August 15, 1997 (collectively, all of the foregoing documents, "LeukoSite's SEC Reports"). As of their respective dates, LeukoSite's SEC Reports complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, 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. None of LeukoSite's SEC Reports is required to be amended or supplemented as of the date hereof. The financial statements (including any related notes) of LeukoSite included in LeukoSite's SEC Reports were prepared in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated in the financial statements or, in the case of audited statements, the related report of LeukoSite's independent certified public accountants) and present fairly in all material respects the consolidated financial position, results of operations, changes in stockholders' equity, and cash flows, as applicable, of LeukoSite and its consolidated Subsidiaries as of the dates and for the periods indicated; subject, in the case of unaudited interim consolidated financial statements, to condensation, the absence of footnote disclosure, and normal, recurring end-of-period adjustments, the effect of which was not and will not be material. Except to the extent (a) reflected or reserved against in LeukoSite's consolidated balance sheet as of September March 30, 1998, included in its Quarterly Report on Form 10-Q for its fiscal quarter ended on that date, or (b) incurred with persons other than any Affiliate of LeukoSite in the ordinary course of business after the date of such balance sheet, the Company does not have any liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise (including without limitation liabilities, as guarantor or otherwise, in respect of obligations of others) that would be required to be reflected or reserved against in a balance sheet prepared in accordance with generally accepted accounting principles or referred to in the notes thereto.

Appears in 1 contract

Samples: Merger Agreement (Leukosite Inc)

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