Common use of Parent Documents Clause in Contracts

Parent Documents. (a) As of their respective filing dates, (i) Parent’s Annual Report on Form 10-K for its fiscal year ended December 31, 2012, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the Securities and Exchange Commission (“SEC”) subsequent to such fiscal year end (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”), the “Parent 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 there under applicable to such Parent SEC Documents, except as amended or supplemented by a subsequently filed Parent SEC Document, and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective dates, any untrue statement of a material fact or omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary to make the statements therein (in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) not misleading (excluding information furnished by Company or shareholders of Company for inclusion therein, as to which no representation or warranty is given by Parent).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Legend Oil & Gas, Ltd.), Agreement and Plan of Merger (New Western Energy Corp)

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Parent Documents. (a) As of their respective filing dates, (i) Parent’s Annual Report on Form 10-K for its fiscal year ended December July 31, 20122011, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the Securities and Exchange Commission (“SEC”) subsequent to such fiscal year end (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”), the “Parent 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 there under applicable to such Parent SEC Documents, except as amended or supplemented by a subsequently filed Parent SEC Document, and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective dates, any untrue statement of a material fact or omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary to make the statements therein (in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) not misleading (excluding information furnished by Company or shareholders of Company for inclusion therein, as to which no representation or warranty is given by Parent).

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Sierra Gold Corp.)

Parent Documents. (ai) Since January 1, 2001, Parent and each of its Subsidiaries subject to reporting under Section 13 or Section 15(d) of the Exchange Act have filed all required reports with the SEC and all required schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC (collectively, the "PARENT SEC Documents"). As of their respective filing dates, (i) Parent’s Annual Report on Form 10-K for its fiscal year ended December 31, 2012, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the Securities and Exchange Commission (“SEC”) subsequent to such fiscal year end (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”), the “Parent SEC Documents”) 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 there under promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents as of its date, except as amended or supplemented by a subsequently filed subsequent Parent Filed SEC Document, and (ii) no Parent SEC Documentscontained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, as in light of their respective datesthe circumstances under which they were made, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any)not misleading, and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective datesits date, any untrue statement of a material fact or omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements therein (therein, in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) , not misleading (excluding information furnished by Company or shareholders of Company for inclusion therein, as to which no representation or warranty is given by Parent)misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Webster Financial Corp)

Parent Documents. (a) As of their respective filing datesSince January 1, (i) Parent’s Annual Report on Form 10-K for its fiscal year ended December 312001, 2012, and Parent has filed in a timely manner all required reports, schedules, forms, information statements and other documents (including exhibitsexhibits and all other information incorporated therein) filed by Parent that it was required to file with the Securities and Exchange Commission SEC (“SEC”) subsequent to such fiscal year end (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”), the “"Parent SEC Documents"). As of their respective filing -------------------- dates and the date of any amendment or restatement or supplement by a subsequently filed Parent SEC Document, the Parent SEC Documents (i) complied in all material respects with the then-applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC there under promulgated thereunder applicable to such Parent SEC Documents, except as amended or supplemented by a subsequently filed Parent SEC Document, Documents and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will did not contain as of their respective dates, any untrue statement of a material fact or omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of registration statements of Parent under the Securities Acttherein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents (i) not misleading at the time filed complied as to form with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (excluding information furnished by Company or shareholders ii) were prepared in accordance with GAAP (except, in the case of Company for inclusion thereinunaudited statements, as permitted by Form 10-Q of the SEC), applied (except as may be indicated in the notes thereto) on a consistent basis during the periods involved and (iii) fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby (subject, in the case of unaudited statements, to which no representation or warranty is given by Parentnormal year-end audit adjustments and to other adjustments described in the notes to such unaudited statements), in each case in accordance with GAAP (except as may be noted therein).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cendant Corp)

Parent Documents. (aA) As of their respective filing dates, (i) Parent’s 's Annual Report on Form 10-K KSB for its fiscal year ended December January 31, 20122004, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the Securities and Exchange Commission (“SEC”) SEC subsequent to such fiscal year end (together with all certifications required pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 ("SOXA"), the "Parent SEC Documents") complied in all xxxxxxxx xx xxl 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 there under thereunder applicable to such Parent SEC Documents, except as amended or supplemented by a subsequently filed Parent SEC Document, and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective dates, any untrue statement of a material fact or omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary to make the statements therein (in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) not misleading (excluding excluding, for information furnished by Company or shareholders of Company for inclusion therein, as to which no representation or warranty is given by Parent).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Enhance Biotech Inc)

Parent Documents. (ai) Parent and each of its Subsidiaries subject to reporting under Section 13 or Section 15(d) of the Exchange Act have (A) filed all required reports with the SEC and (B) all required schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC (together with the reports referred to in clause (A), the "PARENT SEC DOCUMENTS"), except in the case of (A) as would not reasonably be expected to have a Material Adverse Effect on Parent. As of their respective filing dates, (i) Parent’s Annual Report on Form 10-K for its fiscal year ended December 31, 2012, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the Securities and Exchange Commission (“SEC”) subsequent to such fiscal year end (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”), the “Parent SEC Documents”) 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 there under promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents as of its date, except as amended or supplemented by a subsequently filed subsequent Parent Filed SEC Document, and (ii) no Parent SEC Documentscontained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, as in light of their respective datesthe circumstances under which they were made, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any)not misleading, and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective datesits date, any untrue statement of a material fact or omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements therein (therein, in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) , not misleading (excluding information furnished by Company or shareholders of Company for inclusion therein, as to which no representation or warranty is given by Parent)misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PNC Financial Services Group Inc)

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Parent Documents. (a) As of their respective filing datesSince January 1, (i) Parent’s Annual Report on Form 10-K for its fiscal year ended December 312001, 2012, and Parent has filed in a timely manner all required reports, schedules, forms, information statements and other documents (including exhibitsexhibits and all other information incorporated therein) filed by Parent that it was required to file with the Securities and Exchange Commission SEC (“SEC”) subsequent to such fiscal year end (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”), the “"Parent SEC Documents"). As of their respective filing dates and the date of any amendment or restatement or supplement by a subsequently filed Parent SEC Document, the Parent SEC Documents (i) complied in all material respects with the then-applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC there under promulgated thereunder applicable to such Parent SEC Documents, except as amended or supplemented by a subsequently filed Parent SEC Document, Documents and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will did not contain as of their respective dates, any untrue statement of a material fact or omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of registration statements of Parent under the Securities Acttherein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents (i) not misleading at the time filed complied as to form with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (excluding information furnished by Company or shareholders ii) were prepared in accordance with GAAP (except, in the case of Company for inclusion thereinunaudited statements, as permitted by Form 10-Q of the SEC), applied (except as may be indicated in the notes thereto) on a consistent basis during the periods involved and (iii) fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby (subject, in the case of unaudited statements, to which no representation or warranty is given by Parentnormal year-end audit adjustments and to other adjustments described in the notes to such unaudited statements), in each case in accordance with GAAP (except as may be noted therein).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trendwest Resorts Inc)

Parent Documents. (aA) As of their respective filing dates, (i) Parent’s 's Annual Report on Form 10-K KSB for its fiscal year ended December January 31, 20122004, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the Securities and Exchange Commission (“SEC”) SEC subsequent to such fiscal year end (together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 ("SOXA"), the "Parent 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 there under thereunder applicable to such Parent SEC Documents, except as amended or supplemented by a subsequently filed Parent SEC Document, and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective dates, any untrue statement of a material fact or omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary to make the statements therein (in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) not misleading (excluding excluding, for information furnished by Company or shareholders of Company for inclusion therein, as to which no representation or warranty is given by Parent).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Enhance Biotech Inc)

Parent Documents. (a) As of their respective filing dates, (i) Parent’s Annual Report on Form 10-K KSB for its fiscal year ended December 31, 20122004, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the Securities and Exchange Commission (“SEC”) SEC subsequent to such fiscal year end (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ("SOXA"), the "Parent 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 there under thereunder applicable to such Parent SEC Documents, except as amended or supplemented by a subsequently filed Parent SEC Document, and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective dates, any untrue statement of a material fact or omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary to make the statements therein (in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) not misleading (excluding information furnished by Company or shareholders of Company for inclusion therein, as to which no representation or warranty is given by Parent).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inncardio, Inc)

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