Material Statements and Omissions; Absence of Events Sample Clauses

Material Statements and Omissions; Absence of Events. The ---------------------------------------------------- information with respect to ATC included in the prospectus included in the registration statement to be filed on or about February 8, 1999 heretofore delivered by ATC to CSFB (the "ATC Prospectus") does not and will not contain any untrue statement of a material fact and does not and will not omit to state any material fact required to make any statement contained herein or therein, in light of the circumstances under which they were made, not misleading. Since the date of the most recent financial statements set forth in the ATC Prospectus, except to the extent described in the ATC Prospectus, there has been no material adverse change in ATC.
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Material Statements and Omissions; Absence of Events. Neither any representation or warranty made by Target contained in this Agreement or any certificate, document or other instrument furnished or to be furnished by Target pursuant to the provisions hereof nor the Target Disclosure Schedule contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to make any statement contained herein or therein, in light of the circumstances under which they were made, not misleading. Since December 24, 1998, there has been no change with respect to, and there is no Event known to, Target that has had or will reasonably be expected to have a Material Adverse Effect on Target or the Target Assets, except (a) to the extent specifically described in Section 4.3 of the Target Disclosure Schedule, (b) for matters affecting the tower rental, ownership and construction industry generally, and (c) for any Event arising out of the execution or public announcement of this Agreement.
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Material Statements and Omissions; Absence of Events. To such Ewinx Xxxreholder's knowledge, neither any representation or warranty made by such Ewinx Xxxreholder contained in this Agreement or in any certificate, document or other instrument furnished or to be furnished by such Ewinx Xxxreholder pursuant to the provisions hereof nor the Ewinx Xxxclosure Schedule contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to make any statement contained herein or therein, in light of the circumstances under which they were made, not misleading. Since the date of the most recent financial statements constituting a part of the Ewinx Xxxancial Statements, except to the extent specifically described in Section 3.4 of the Ewinx Xxxclosure Schedule, there has been no change with respect to Ewinx xxx its Subsidiaries which has had, or (so far as such Ewinx Xxxreholder can now reasonably foresee) is reasonably likely to have, a material adverse effect on Ewinx. Xxnce December 31, 1998, there is no Event which has had, or (so far as such Ewinx Xxxreholder can now reasonably foresee) is reasonably likely to have, a material adverse effect on Ewinx, xxcept to the extent specifically described in Section 3.4 of the Ewinx Xxxclosure Schedule. Such Ewinx Xxxreholder is not aware of any impending or contemplated Event that would cause any of the representations and warranties made by such Ewinx Xxxreholder in this Article not to be true, correct and complete on the date of such Event as if made on that date.
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Material Statements and Omissions; Absence of Events. Neither any representation or warranty made by UniSite contained in this Agreement or in any certificate, document or other instrument furnished or to be furnished by UniSite pursuant to the provisions hereof nor the UniSite Disclosure Schedule contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to make any statement contained herein or therein, in light of the circumstances under which they were made, not misleading. Since the date of the most recent financial statements constituting a part of the UniSite Financial Statements there has been no change with respect to, and there is no Event known to, UniSite that has had or will have a material adverse effect on UniSite, except (a) to the extent specifically described in Section 4.3 of the UniSite Disclosure Schedule, (b) for matters affecting the tower communication sites industry generally, and (c) for any Event arising out of the execution or public announcement of this Agreement. UniSite is not aware of any impending or contemplated Event that would cause any of the representations and warranties made by it in this Article not to be true, correct and complete on the date of such Event as if made on that date.
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Material Statements and Omissions; Absence of Events. (a) Neither any representation or warranty made by Target contained in this Agreement or in the certificate to be delivered pursuant to Section 7.2 (a) nor the Target Disclosure Schedule contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to make any statement contained herein or therein, in light of the circumstances under which they were made, not misleading. Without limiting the generality of the foregoing, (i) the Target Proxy Statement will not, at the date it is first mailed to the holders of Target Common Stock and at the time of the Target Stockholders Meeting, and (ii) the information with respect to Target furnished to ATC for inclusion in the ATC Registration Statement and the ATC Transaction Prospectus will not, at the time such Registration Statement becomes effective under the Securities Act, and the ATC Transaction Prospectus, at the date it is first mailed to the holders of Target Common Stock and at the time of the Target Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. For purposes of the foregoing, the truth of any information or the existence of any omissions at the time of the Target Stockholders Meeting shall be determined with reference to the Target Proxy Statement and the ATC Transaction Prospectus, each as then amended or supplemented. The Target Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by Target with respect to statements made or incorporated by reference therein based on information specifically supplied by ATC for inclusion or incorporation by reference in the Target Proxy Statement.
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Material Statements and Omissions; Absence of Events. None of the representations or warranties made by Shareholder herein contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to make any other statement contained in this Article II (excluding Sections 2.1(b) and 2.5), in light of the circumstances under which they were made, not misleading. Shareholder is not aware of any impending or contemplated event that would cause any of its representations and warranties made in this Article II (excluding Sections 2.1(b) and 2.5) not to be true, correct and complete on the date of such event, as if made on that date. ARTICLE III
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Material Statements and Omissions; Absence of Events. None of the representations or warranties made by Travelocity herein contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to make any other statement contained herein or therein, in light of the circumstances under which they were made, not misleading. Travelocity is not aware of any impending or contemplated event that would cause any of its representations and warranties made herein not to be true, correct and complete on the date of such event, as if made on that date. ARTICLE IV
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Material Statements and Omissions; Absence of Events. Neither any ---------------------------------------------------- representation or warranty made by TCT contained in this Agreement or any certificate, document or other instrument furnished or to be furnished by TCT pursuant to the provisions hereof nor the TCT Disclosure Schedule contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to make any statement contained herein or therein, in light of the circumstances under which they were made, not misleading. Since the date of the most recent financial statements constituting a part of the TCT Financial Statements, except to the extent specifically described in Section 4.3 of the TCT Disclosure Schedule, there has been no change with respect to TCT which has had, or (so far as TCT can now reasonably foresee) is likely to have, a material adverse effect on TCT. There is no Event known to TCT which has had, or (so far as TCT can now reasonably foresee) is likely to have, a material adverse effect on TCT, except to the extent specifically described in Section 4.3 of the TCT Disclosure Schedule.
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Material Statements and Omissions; Absence of Events. Neither any ---------------------------------------------------- representation or warranty made by ATC or ATI contained in this Agreement or any certificate, document or other instrument furnished or to be furnished by ATC or ATI pursuant to the provisions hereof nor the ATC SEC Documents contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to make any statement contained herein or therein, in light of the circumstances under which they were made, not misleading. Since the date of the most recent financial statements constituting a part of the ATC Financial Statements, except to the extent specifically described in the ATC SEC Documents, there has been no change with respect to ATC or any of its Subsidiaries that has had a material adverse effect on ATC. There is no Event known to ATC which has had or (so far as ATC can now reasonably foresee) is likely to have a material adverse effect on ATC, except to the extent specifically described in the ATC SEC Documents. ATC is not aware of any impending or contemplated Event that would cause any of the representations and warranties made by it in this Article not to be true, correct and complete on the date of such Event as if made on that date.
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Related to Material Statements and Omissions; Absence of Events

  • Financial Statements; Absence of Undisclosed Liabilities (a) Schedule 3.05(a)(1) sets forth: (i) an unaudited consolidated balance sheet as of October 31, 2010 (the “Latest Balance Sheet”), and the related consolidated statements of income and cash flow of Seller and its Subsidiaries for the 10-month period then ended and (ii) the audited consolidated balance sheets and the related audited consolidated statements of income and cash flows as of and for the years ended December 31, 2008 and December 31, 2009 (the items set forth in clauses (i) and (ii), collectively, the “Financial Statements”). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, such Financial Statements (including any related footnotes) have been based upon the books and records of Seller and its Subsidiaries and present fairly in all material respects the financial condition and results of operations of the Seller and its Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, in addition, such Financial Statements (including any related footnotes) present fairly in all material respects the financial condition and results of operations of the Purchased Subsidiaries and their Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Seller is a holding company, the sole business of which is to own the Securities. The Securities, together with any cash held in bank or other similar accounts of Seller, comprise substantially all of the assets of Seller.

  • Financial Statements; Material Liabilities The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

  • No Undisclosed Liabilities; Absence of Changes Except as and to the extent disclosed in the August 31, 1999 unaudited financial statements, none of WWNI or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of WWNI and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, none of WWNI or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to WWNI or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on WWNI. Except as and to the extent disclosed by WWNI there has not been (i) any material change by WWNI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by WWNI of any of its assets having a Material Adverse Effect on WWNI, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

  • Financial Statements; Undisclosed Liabilities The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

  • Financial Statements; No Undisclosed Liabilities The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

  • Environmental Reports and Audits As soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any Facility or which relate to any environmental liabilities of Holdings or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

  • Master Servicer’s Financial Statements and Related Information For each year this Agreement is in effect, the Master Servicer shall submit to the Trustee, any NIMS Insurer, each Rating Agency and the Depositor a copy of its annual unaudited financial statements on or prior to March 15 of each year, beginning March 15, 2006. Such financial statements shall include a balance sheet, income statement, statement of retained earnings, statement of additional paid-in capital, statement of changes in financial position and all related notes and schedules and shall be in comparative form, certified by a nationally recognized firm of Independent Accountants to the effect that such statements were examined and prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year.

  • SEC Filings; Financial Statements; Undisclosed Liabilities (a) The Company has filed or furnished on a timely basis all registration statements, forms, reports, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such registration statements, forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Reports”). As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act (as defined below)) and as of their respective SEC filing dates (in the case of all other SEC Reports), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations promulgated thereunder and (ii) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, SOX and other applicable Law, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended prior to the date of this Agreement, as of the date of such amendment), none of the SEC Reports contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. There are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since the Applicable Date that is not set forth in the SEC Reports or that has not otherwise been disclosed to BidCo prior to the date hereof. None of the SEC Reports is the subject of ongoing SEC review and there are no inquiries or inspections by the SEC regarding the accounting practices of the Company. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC. Since the Applicable Date, subject to any applicable grace period, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq.

  • SEC Documents; Financial Statements; Undisclosed Liabilities (i) RVI has timely filed, or furnished, as applicable, all reports, schedules, registration statements and other documents required to be filed or submitted by it with the SEC pursuant to the Securities Act, the Exchange Act or other applicable securities statutes, regulations, policies, rules or interpretations thereof since January 1, 2008 (the “RVI SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the RVI SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such RVI SEC Documents, and none of the RVI SEC Documents when filed (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing) contained any untrue statement of a material fact or omitted 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 RVI SEC Documents included all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), and the internal control report and attestation of RVI’s outside auditors required by Section 404 of the Xxxxxxxx-Xxxxx Act. RVI has not received any written comments from the SEC staff that have not been resolved to the satisfaction of the SEC staff. Since January 1, 2008, RVI has not received a stop order or other order suspending the effectiveness or

  • Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except to the extent provided in the notes to said financial statements.

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