Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "Parent Reports"). As of their respective dates, the Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will 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 made therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ace LTD), Agreement and Plan of Merger (Capital Re Corp)
Parent Reports; Financial Statements. (i) Parent has delivered filed or made available furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to the Company true and complete copies of each registration statement, report, proxy statement be filed or information statement prepared furnished by it with the SEC under the Exchange Act or the Securities Act since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 19982013 (the forms, March statements, reports and documents filed or furnished since December 31, 1999 2013 and June 30, 1999, each in those filed or furnished subsequent to the form (date hereof including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "“Parent Reports"”). As Each of their respective dates, the Parent Reports Reports, at the time of its filing or being furnished complied, and any Parent Reports or if not yet filed with the SEC between the date hereof and the Effective Time or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the any rules and regulations of promulgated thereunder applicable to the SECParent Reports. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment) the Parent Reports did not, and any of the Parent Reports filed or furnished with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the .
(ii) Parent’s consolidated balance sheets included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Parent Reports (including the related notes and schedules) fairly presents, were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required to be in compliance with GAAP), were or will be prepared from and in accordance with, the books and records of Parent and its Subsidiaries, and in each case such consolidated financial statements fairly presentpresented, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its the consolidated Subsidiaries of Parent as of its date the respective dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the respective periods set forth therein covered thereby (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments adjustments).
(iii) Parent and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that will not they were required to file since December 31, 2012 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, as applicable, and all other material reports and statements required to be filed by it since December 31, 2012, including, without limitation, the rules and regulations of the FDIC, the CDBO or any other Regulatory Authority, as applicable, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports and statements complied in all material respects with all the Laws, rules and regulations of the applicable Regulatory Authority with which they were filed. Except for normal examinations conducted by a Regulatory Authority in amount the ordinary course of business of Parent and its Subsidiaries, no Regulatory Authority has initiated or effect)has pending any proceeding or, to the Knowledge of Parent, investigation into the business or operations of Parent or any of its Subsidiaries since December 31, 2012. There (i) is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any report or statement relating to any examinations or inspections of Parent or any of its Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Authority with respect to the business, operations, policies or procedures of Parent or any of its Subsidiaries since December 31, 2012.
(iv) Since December 31, 2013, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in each case any paragraph of this Section 4.03 or otherwise) has had, or is reasonably likely to have, a Parent Material Adverse Effect.
(v) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and that are effective to ensure that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. Parent maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied during GAAP. Parent has identified and disclosed, based on the periods involvedmost recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, except as may to Parent’s auditor and the audit committee of the Parent Board (A) any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Since December 31, 2013, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent’s or its Subsidiaries’ employees regarding questionable accounting or auditing matters, have been received by Parent to Parent’s Knowledge. Except for those liabilities that are reflected or reserved against on the most recent consolidated balance sheet included in the Parent Reports, neither Parent nor any of its Subsidiaries has incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and whether or not required to be noted thereindisclosed) other than in the ordinary and usual course of business consistent with past practice since the date of such balance sheet (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby).
Appears in 2 contracts
Samples: Merger Agreement (Square 1 Financial Inc), Merger Agreement (Pacwest Bancorp)
Parent Reports; Financial Statements. (i) Parent has delivered or made available to the Company true and complete copies of each registration statement, report, form, proxy statement or information statement prepared or other document filed or furnished by it with or to the SEC since September 30December 27, 1998 2003 (the "“Parent Audit Date"”), including (ai) Parent's ’s Annual Report on Form 10-K for the year ended September 30December 27, 1998, 2003 and (bii) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's ’s Quarterly Reports on Form 10-Q for the quarterly periods ended December 31March 27, 1998June 26 and September 25, March 31, 1999 and June 30, 19992004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectivelycollectively with each other, including any such reports registration statements, reports, forms, proxy or information statements or other documents so filed between or furnished subsequent to the date hereof of this Agreement and any amendments to any of the Effective Timeforegoing, the "“Parent Reports"”). As of their respective datesParent and its Subsidiaries have filed or furnished, as applicable, with or to the SEC all registration statements, reports, forms, proxy or information statements and other documents required to be so filed or furnished by them pursuant to applicable securities statutes, regulations, policies and rules since the Parent Reports compliedAudit Date. Each of the Parent Reports, and any Parent Reports at the time first filed with or furnished to the SEC between the date hereof and the Effective Time SEC, complied or will comply, comply (as to form applicable) in all material respects with the applicable requirements of the Securities Act or the and Exchange Act, as applicable, Act and the rules and regulations of the SECthereunder. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between subsequent to the date hereof and the Effective Time of this Agreement will 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 made therein, in light of the circumstances under in which they were made, not misleading. The Parent Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the SOX Act, and the internal control report and attestation of Parent’s outside auditors required by Section 404 of the SOX Act.
(ii) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presentspresents in all material respects or, in the case of Parent Reports filed or furnished after the date of this Agreement, will fairly present, present in all material respects the consolidated financial position of Parent and its Subsidiaries consolidated subsidiaries as of its date and each of the condensed consolidated statements of income income, stockholders’ equity and of changes in financial position cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presentspresents in all material respects or, in the case of Parent Reports filed or furnished after the date hereof, will fairly presentpresent in all material respects the income, the consolidated results of operationsstockholders’ equity and cash flows, retained earnings and changes in financial position, as the case may berespectively, of Parent and its Subsidiaries consolidated subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effecteffect and as permitted by Form 10-Q).
(iii) Parent is in compliance in all material respects with the applicable provisions of the SOX Act and the applicable listing and corporate governance rules and regulations of the NYSE.
(iv) Parent and its Subsidiaries have designed and maintain disclosure controls and procedures (as defined in Rules 13a-15 or 15d-15 under the Exchange Act) and internal controls over financial reporting (as defined in Rules 13a-15 or 15d-15 under the Exchange Act) to ensure that material information relating to Parent, in each case including its consolidated subsidiaries, is made known to the management of Parent by others within those entities and Parent’s management evaluates, with the participation of Parent’s principal executive and principal financial officers, or Person performing similar functions, the effectiveness of such disclosure controls and procedures to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied during GAAP. Parent has disclosed, based on its most recent evaluation, to Parent’s outside auditors and the periods involvedaudit committee of the Board of Directors of Parent (1) any identified significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, except as may process, summarize and report financial data and (2) any identified fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. Parent has made available or delivered to the Company a summary of any such disclosure made by management since January 1, 2002. Since the Parent Audit Date, any material change in internal control over financial reporting required to be noted thereindisclosed in any Parent Report has been so disclosed.
(v) Since the Parent Audit Date, (a) to the knowledge of Parent, neither Parent nor any of its Subsidiaries nor any director of Parent or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation or claim regarding the accounting practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, alleging that Parent or any of its Subsidiaries has engaged in inappropriate accounting practices and (b) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has made a report of the nature required by 17 CFR Part 205 to the Board of Directors of Parent or any committee thereof or, to the knowledge of Parent, to any director or officer of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Accredo Health Inc), Merger Agreement (Medco Health Solutions Inc)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or and information statement prepared by it since September 30December 31, 1998 2004 (the "“Parent Audit Date"”), including (ai) Parent's ’s Annual Report on Form 10-K for the year ended September 30December 31, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders2004, and (cii) Parent's ’s Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 2005, and June 30, 19992005, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between subsequent to the date hereof and the Effective Timehereof, the "“Parent Reports"”). As of their respective datesdates (or if amended, the Parent Reports complied, and any Parent Reports filed with the SEC between as of the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective datessuch amendment), the Parent Reports did not, and any Parent Reports filed with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-year end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be otherwise noted therein.
Appears in 2 contracts
Samples: Merger Agreement (Occidental Petroleum Corp /De/), Merger Agreement (Vintage Petroleum Inc)
Parent Reports; Financial Statements. (i) Parent has delivered filed or made available furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), date hereof including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "“Parent Reports"”). As Each of their respective dates, the Parent Reports Reports, at the time of its filing or being furnished complied, and any Parent Reports or if not yet filed with the SEC between the date hereof and the Effective Time or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the any rules and regulations of promulgated thereunder applicable to the SECParent Reports. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment) the Parent Reports did not, and any Parent Reports filed or furnished with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the .
(ii) Parent’s consolidated balance sheets included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Parent Reports (including the related notes and schedules) fairly presentsReports, were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required to be in compliance with GAAP), and in each case such consolidated financial statements fairly presentpresented, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its the consolidated Subsidiaries of Parent as of its date the respective dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the respective periods set forth therein covered thereby (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments which were not and which are not expected to be, individually or in the aggregate, material to Parent and its consolidated Subsidiaries taken as a whole).
(iii) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq.
(iv) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that will not information required to be material disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. Parent maintains internal control over financial reporting (as defined in amount Rule 13a-15 or effect15d-15, as applicable, under the Exchange Act), . Such internal control over financial reporting is effective in each case providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied during generally accepted accounting principles and includes policies and procedures that (i) pertain to the periods involvedmaintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the asset of Parent, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements.
(v) Parent has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to Parent’s auditors and the audit committee of Parent’s board of directors (A) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and has identified for Parent’s auditors and audit committee of Parent’s board of directors any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. No attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the board of directors or the board of directors pursuant to the rules in adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.
(vi) Parent and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2004 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, and all other material reports and statements required to be filed by it since December 31, 2004, including, without limitation, the rules and regulations of the FDIC, the OCC or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were filed.
(vii) Since December 31, 2004, except as may disclosed in the Parent Reports and Foothill Reports, (A) Parent and each of its Subsidiaries has conducted its business only in, and has not engaged in any material transaction other than according to, the ordinary and usual course of such business consistent with past practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise) has had or could be noted thereinreasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.
(viii) Since December 31, 2004, except as disclosed in the Parent Reports and Foothill Reports, there has not been (A) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by Parent or any Subsidiary of Parent, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of Parent other than as set forth in the Parent Reports, or (C) any change by Parent in accounting principles, practices or methods.
Appears in 2 contracts
Samples: Merger Agreement (First Community Bancorp /Ca/), Merger Agreement (Community Bancorp Inc)
Parent Reports; Financial Statements. (i) Parent has delivered filed or made available furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), date hereof including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "“Parent Reports"”). As Each of their respective dates, the Parent Reports Reports, at the time of its filing or being furnished complied, and any Parent Reports or if not yet filed with the SEC between the date hereof and the Effective Time or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act, as applicable”), and the any rules and regulations of promulgated thereunder applicable to the SECParent Reports. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment) the Parent Reports did not, and any Parent Reports filed or furnished with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the .
(ii) Parent’s consolidated balance sheets included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Parent Reports (including the related notes and schedules) fairly presentsReports, were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required to be in compliance with GAAP), and in each case such consolidated financial statements fairly presentpresented, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its the consolidated Subsidiaries of Parent as of its date the respective dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the respective periods set forth therein covered thereby (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments which were not and which are not expected to be, individually or in the aggregate, material to Parent and its consolidated Subsidiaries taken as a whole).
(iii) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq.
(iv) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that will not information required to be material disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. Parent maintains internal control over financial reporting (as defined in amount Rule 13a-15 or effect15d-15, as applicable, -42- under the Exchange Act), . Such internal control over financial reporting is effective in each case providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied during generally accepted accounting principles and includes policies and procedures that (i) pertain to the periods involvedmaintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the asset of Parent, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements.
(v) Parent has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to Parent’s auditors and the audit committee of Parent’s board of directors (A) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and has identified for Parent’s auditors and audit committee of Parent’s board of directors any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. No attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the board of directors or the board of directors pursuant to the rules in adopted pursuant to Section 307 of the Sxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.
(vi) Parent and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2009 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, and all other material reports and statements required to be filed by it since December 31, 2009, including, without limitation, the rules and regulations of the FDIC, the DFI or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were filed.
(vii) Since December 31, 2012, except as may disclosed in the Parent Reports, (A) Parent and each of its Subsidiaries has conducted its business only in, and has not engaged in any material transaction other than according to, the ordinary and usual course of such business consistent with past practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise) has had or could be noted thereinreasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.
(viii) Since December 31, 2012, except as disclosed in the Parent Reports, there has not been (A) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by Parent or any Subsidiary of Parent, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of Parent other than as set forth in the Parent Reports, or (C) any change by Parent in accounting principles, practices or methods.
Appears in 2 contracts
Samples: Merger Agreement (Bank of Marin Bancorp), Merger Agreement (Bank of Marin Bancorp)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by that it has filed with or furnished to the SEC since September 30December 31, 1998 2002 (the "“Parent Audit Date"”) (collectively, including any other reports filed with or furnished to the SEC subsequent to the date hereof and as amended, the “Parent Reports”), including (ai) Parent's ’s Annual Report on Form 10-K for the year ended September 30December 31, 1998, 2002 and (bii) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's ’s Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 2003 and June 30, 1999, each in the form 2003 (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "Parent Reports"). As of their respective datesdates (or, the Parent Reports complied, and any Parent Reports filed with the SEC between if amended prior to the date hereof and the Effective Time will complyhereof, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations date of the SEC. As of their respective datessuch amendment), the Parent Reports did not, and any Parent Reports filed with or furnished to the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP U.S. generally accepted accounting principles (“U.S. GAAP”) consistently applied during the periods involved, except as may be noted therein.
Appears in 2 contracts
Samples: Combination Agreement (Moore Wallace Inc), Combination Agreement (Donnelley R R & Sons Co)
Parent Reports; Financial Statements. Parent has delivered furnished or made available to the Company true filed all reports, schedules, forms, statements and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form other documents (including exhibits, annexes exhibits and any amendments theretoother information incorporated therein) required to be furnished or filed by Parent or Parent Utility Subs with the SEC since January 1, 2015 (collectivelysuch documents, together with all exhibits, financial statements, including any such reports filed between the date hereof Parent Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Effective TimeProxy Statement, being collectively referred to as the "“Parent Reports"”). As of their respective datesEach Parent Report (i) at the time furnished or filed, the Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Exchange ActXxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as applicablethe case may be, and the rules and regulations of the SEC. As of their respective dates, SEC promulgated thereunder applicable to such Parent Report and (ii) did not at the Parent Reports did not, and any Parent Reports time it was filed with the SEC between (or if amended or superseded by a filing or amendment prior to the date hereof and of this Agreement, then at the Effective Time will not, time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets financial statements of Parent included in or incorporated by reference into the Parent Reports (including the related “Parent Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresents in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of Parent and its Parent’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings their operations and changes in financial position, as the case may be, of Parent and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
Appears in 2 contracts
Samples: Merger Agreement (Vectren Utility Holdings Inc), Merger Agreement
Parent Reports; Financial Statements. The Parent has delivered or made available to the ------------------------------------ Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30August 1, 1998 (the "Parent Audit Date")2000, including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports Report on Form 10-Q for the quarterly periods period ended December 31, 1998, March 31, 1999 and June 30, 1999, each 2000 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed between --- subsequent to the date hereof and the Effective Timehereof, the "Parent Reports"). As of their respective dates, the Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective -------------- dates, the Parent Reports did not, and any Parent Reports filed with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods ---- involved, except as may be noted therein.
Appears in 2 contracts
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30Since January 1, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 19992006, each in the form of Parent and Merger Subs has timely filed or otherwise furnished (including exhibitsas applicable) all registration statements, annexes prospectuses, forms, reports, definitive proxy statements, schedules, statements and any amendments thereto) documents required to be filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "Parent Reports"). As of their respective dates, the Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of by it under the Securities Act or the Exchange Act, as applicablethe case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents and the rules and regulations any other documents filed by Parent or any of its Subsidiaries with the SEC, including exhibits and other information incorporated therein, as they have been supplemented, modified or amended since the time of filing, collectively, the “Parent SEC Documents”). As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Parent Reports SEC Documents (i) did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will not, not contain any untrue statement of a material fact or omit to state 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. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of Parent’s Subsidiaries are required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of Parent and Parent’s Subsidiaries included in or incorporated by reference into the Parent Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Parent Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of Parent and Parent’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein referred to therein.
(subjectb) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither Parent nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Parent.
(c) Parent’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Parent in the case reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of unaudited statementsParent by others within Parent to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Parent has evaluated the effectiveness of Parent’s disclosure controls and procedures and, to notes the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and normal yearprocedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (i) to the Knowledge of Parent, Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.
(d) No attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any Subsidiary of Parent, has reported to Parent’s chief legal counsel or chief executive officer evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents pursuant to Section 307 of the Xxxxxxxx-end audit adjustments that will not be material Xxxxx Act.
(e) Since January 1, 2006, to the Knowledge of the Parent, no employee of the Parent or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in amount Section 806 of the Xxxxxxxx-Xxxxx Act by the Parent or effectany of its Subsidiaries.
(f) To the Knowledge of the Parent, none of the Parent SEC Documents is the subject of ongoing SEC review (other than confidential treatment requests). Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2006 through the date of this Agreement relating to the Parent SEC Documents and all written responses of Parent thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents other than confidential treatment requests. To the Knowledge of Parent, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted thereinregarding any accounting practices of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Sykes Enterprises Inc), Merger Agreement (Ict Group Inc)
Parent Reports; Financial Statements. (i) Parent has delivered filed or made available furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Company true and complete copies of each registration statement, report, proxy statement Exchange Act or information statement prepared by it the Securities Act since September 30, 1998 the Applicable Date (the "Parent Audit Date")forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) , the “Parent Reports”). MPLX has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (collectivelythe forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any such reports filed between the date hereof and the Effective Timeamendments thereto, the "Parent “MPLX Reports"”). As Each of their respective dates, the Parent Reports and the MPLX Reports, at the time of its filing or being furnished complied, and any Parent Reports or if not yet filed with the SEC between the date hereof and the Effective Time or furnished, will complywhen so filed or furnished, as to form comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports or the Exchange ActMPLX Reports, as applicable, and the rules and regulations of the SEC. As of their respective datesdates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports and the MPLX Reports did not, and any none of the Parent Reports and the MPLX Reports filed with or furnished to the SEC between subsequent to the date hereof and the Effective Time of this Agreement will notwhen so filed or furnished, 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of Parent and MPLX is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.
(ii) Each of Parent and MPLX maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent or MPLX, as applicable, is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s or MPLX’s, as applicable, filings with the SEC and other public disclosure documents. Parent and MPLX each maintain internal control over financial reporting (as defined in and meeting the requirements of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Each of Parent and MPLX has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to its auditors and the audit committee of its board of directors (1) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Parent’s or MPLX’s, as applicable, ability to record, process, summarize and report financial information and has identified for Parent’s or MPLX’s, as applicable, auditors and audit committee of its board of directors any material weaknesses in internal control over financial reporting and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s or MPLX’s internal control over financial reporting. Parent has made available to the Company as of the date hereof a summary of any such disclosure with respect to clauses (1) and (2) of the preceding sentence made by management to the Parent’s auditors and audit committee since December 31, 2016 and (3) any material communication since December 31, 2016 made by management or Parent’s auditors to the audit committee required or contemplated by listing standards of NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board.
(iii) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports or the MPLX Reports (including the related notes and schedules) fairly presentspresents in all material respects, or or, in the case of the Parent Reports and the MPLX Reports filed after the date of this Agreement, will fairly presentpresent in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries (or, in the case of the consolidated balance sheets included in or incorporated by reference into the MPLX Reports, of MPLX and its consolidated Subsidiaries), as of its date and each of the consolidated statements of income and of operations, comprehensive income, changes in financial position equity and cash flows included in or incorporated by reference into the MPLX Reports, of MPLX and its consolidated Subsidiaries) included in or incorporated by reference into the Parent Reports (and the MPLX Reports including any related notes and schedules) , fairly presentspresents in all material respects, or or, in the case of Parent Reports filed after the date of this Agreement, will fairly presentpresent in all material respects, the consolidated results of operations, cash flows, retained earnings (loss) and changes in financial position, as the case may be, of Parent and its consolidated Subsidiaries (or as applicable, MPLX and its consolidated Subsidiaries) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andeavor), Merger Agreement (Marathon Petroleum Corp)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September April 30, 1998 (the "Parent Audit Date")1999, including (ai) Parent's Annual Report on Form 10-K for the year years ended September April 30, 19981999 and April 30, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, 2000 and (cii) Parent's Quarterly Reports Report on Form 10-Q for the quarterly periods period ended December July 31, 1998, March 31, 1999 and June 30, 19992000, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between subsequent to the date hereof and the Effective Timehereof, the "Parent ReportsPARENT REPORTS"). As of their respective dates, the Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presentspresents in all material respects, or or, in the case of Parent Reports filed with the SEC subsequent to the date hereof, will fairly presentpresent in all material respects, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presentspresents in all material respects, or or, in the case of Parent Reports filed with the SEC subsequent to the date hereof, will fairly presentpresent in all material respects, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries on a consolidated basis for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Emergent Group Inc/Ny), Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30Parent has furnished or filed all reports, 1998schedules, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholdersforms, statements and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form other documents (including exhibits, annexes exhibits and any amendments theretoother information incorporated therein) required to be furnished or filed by Parent or Parent Utility Sub with the SEC since January 1, 2014 (collectivelysuch documents, together with all exhibits, financial statements, including any such reports filed between the date hereof Parent Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Effective TimeProxy Statement/Prospectus, being collectively referred to as the "“Parent Reports"”). As of their respective datesEach Parent Report (i) at the time furnished or filed, the Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Exchange ActXxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as applicablethe case may be, and the rules and regulations of the SEC. As of their respective dates, SEC promulgated thereunder applicable to such Parent Report and (ii) did not at the Parent Reports did not, and any Parent Reports time it was filed with the SEC between (or if amended or superseded by a filing or amendment prior to the date hereof and of this Agreement, then at the Effective Time will not, time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets financial statements of Parent included in or incorporated by reference into the Parent Reports (including the related “Parent Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresents in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of Parent and its Parent’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings their operations and changes in financial position, as the case may be, of Parent and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments adjustments).
(b) Neither Parent nor any Parent Subsidiary has any liability of any nature that will is required by GAAP to be set forth on a consolidated balance sheet of Parent and the Parent Subsidiaries, except liabilities (i) reflected or reserved against in the most recent balance sheet (including the notes thereto) of Parent and the Parent Subsidiaries included in the Parent Reports filed prior to the date hereof, (ii) incurred in the ordinary course of business after Xxxxx 00, 0000, (xxx) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement or (iv) that have not had and would not reasonably be material expected to have, individually or in amount the aggregate, a Parent Material Adverse Effect.
(c) Parent maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 or effect15d-15, as applicable, under the Exchange Act), . Such internal control over financial reporting is effective in each case providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied during in all material respects. Parent maintains “disclosure controls and procedures” required by Rule 13a-15 or 15d-15 under the periods involvedExchange Act that are effective to ensure that information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is recorded, except processed, summarized and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. Parent has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Parent Board (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as may be noted thereindefined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (2) any fraud, known to Parent, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting.
Appears in 2 contracts
Samples: Merger Agreement (Westar Energy Inc /Ks), Merger Agreement (Kansas City Power & Light Co)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30Parent has furnished or filed all reports, 1998schedules, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholdersforms, statements and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form other documents (including exhibits, annexes exhibits and any amendments theretoother information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2012 (collectivelysuch documents, together with all exhibits, financial statements, including any such reports filed between the date hereof Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement and the Effective TimeForm S-4, being collectively referred to as the "“Parent Reports"”). As of their respective datesEach Parent Report (i) at the time filed, the Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form complied in all material respects with the requirements of the Securities Act or the Exchange Act, the Securities Act, or the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the rules and regulations of the SEC. As of their respective dates, SEC promulgated thereunder applicable to such Parent Report and (ii) did not at the Parent Reports did not, and any Parent Reports time it was filed with the SEC between (or if amended or superseded by a filing or amendment prior to the date hereof and of this Agreement, then at the Effective Time will not, time of such filing or amendment) contain any untrue statement of a material fact or omit to state 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. Each of the consolidated balance sheets financial statements of Parent included in or incorporated by reference into the Parent Reports complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (including except, in the related case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presents, or will fairly present, present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings their operations and changes in financial position, as the case may be, of Parent and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not adjustments).
(b) Neither Parent nor any Parent Subsidiary has any liabilities of any nature (whether accrued, absolute, contingent or otherwise required by GAAP to be material in amount or effectset forth on a consolidated balance sheet of Parent and the Parent Subsidiaries), except liabilities (i) reflected or reserved against in each case the most recent audited balance sheet (including the notes thereto) of Parent and the Parent Subsidiaries included in the Parent Reports filed prior to the date hereof, (ii) incurred in the ordinary course of business consistent with past practice after December 31, 2013, (iii) incurred in connection with the Integrated Mergers or any other transaction or agreement contemplated by this Agreement or (iv) that, individually or in the aggregate, have not had or would not reasonably be expected to have a Parent Material Adverse Effect.
(c) Parent maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied during in all material respects. Except as has not had, and would not be reasonably likely to have, individually or in the periods involvedaggregate, except a Parent Material Adverse Effect, (i) Parent maintains “disclosure controls and procedures” required by Rule 13a-15 or 15d-15 under the Exchange Act that are effective to ensure that information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents and (ii) Parent has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Parent Board (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as may be noted thereindefined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, known to Parent, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting.
(d) None of the Parent Subsidiaries is, or has at any time since January 1, 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Nextera Energy Inc), Merger Agreement (Hawaiian Electric Co Inc)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998Listing Particulars relating to the merger of Xxxxxxxx Xxxxxxxxxxxx xxx xxx Xxxxxx XXX, (bx) Parent's definitive Proxy Statement for its 1999 Annual Meeting the Circular to Celltech Chiroscience Shareholders relating to the merger of StockholdersCelltech Chiroscience plc and Medeva PLC, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 Circular to Medeva Shareholders and June 30, 1999, each in Explanatory Statement relating to the form (including exhibits, annexes merger of Medeva PLC and any amendments thereto) filed with the SEC Celltech Chiroscience plc (collectively, including any such similar reports filed between or issued by Parent subsequent to the date hereof and the Effective Timehereof, the "Parent Reports"). As of their respective dates, the Parent Reports filed or issued by Parent complied, and any Parent Reports filed with the SEC between any regulatory authority subsequent to the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SECapplicable law. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between or issued subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent the company identified thereon and its Subsidiaries as of its date and each of the consolidated profit and loss accounts and statements of income and of cash flows (or changes in financial position position, as the case may be) included in or incorporated by reference into the Parent Reports (including any related notes and schedules) ), and fairly presents, or will fairly present, the consolidated results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of Parent the company identified thereon and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with United Kingdom GAAP consistently applied during the periods involved, except as may be noted therein.
Appears in 1 contract
Parent Reports; Financial Statements. (i) Since December 31, 2006, Parent has delivered filed each report or made available proxy statement required to be filed by Parent with the SEC since such date (collectively, including any other reports filed with the SEC subsequent to the Company true date hereof and complete copies of each registration statementas amended, report, proxy statement or information statement prepared by it since September 30, 1998 (the "“Parent Audit Date"Reports”), including (a) Parent's ’s Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 19982008. The Parent Reports are publicly and freely available on the SEC’s website at xxx.xxx.xxx, March 31or copies thereof have otherwise been or, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) for Parent Reports filed with the SEC (collectively, including any such reports filed between after the date hereof and the Effective Timewill otherwise be, the "provided to Eveready. The Parent Reports", at the time filed (or if amended or superseded by a filing prior to the date of hereof, then on the date of such filing). As of their respective dates, the Parent Reports complied, and any each Parent Reports Report filed with the SEC between subsequent to the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the applicable Securities Act or the Exchange Act, as applicable, Laws and the rules and regulations of the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will not, at the time furnished or filed, contain any material misrepresentation (as defined in the Securities Laws, as applicable) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made statements, therein, in light of the circumstances under which they were made, not misleading. Each of .
(ii) The annual audited consolidated financial statements and the quarterly unaudited consolidated balance sheets included financial statements, including in or incorporated by reference into each case, any related notes thereto, contained in the Parent Reports (including the related “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC and the NYSE with respect thereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes and schedules) fairly presentsthereto). The Parent Financial Statements present fairly, or will fairly presentin all material respects, the consolidated financial position position, results of operation and cash flows of Parent and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth indicated therein (subject, in the case of unaudited statements, to notes and normal normal, recurring year-end audit adjustments that will are not expected to be material in amount or effect), and the absence of notes thereto) on a consolidated basis. There has been no material change in each case in accordance with GAAP consistently applied during the periods involvedParent’s accounting policies, except as may be noted thereindescribed in the notes to the Parent Financial Statements, since December 31, 2008.
Appears in 1 contract
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report Parent has filed or furnished, as applicable, on Form 10-K for a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the year ended September 30SEC pursuant to the Exchange Act or the Securities Act and with applicable Canadian Securities Regulators since the Applicable Date (the forms, 1998statements, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of Stockholdersthis Agreement, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "“Parent Reports"”). As Each of their respective dates, the Parent Reports compliedReports, and any Parent Reports filed with at the SEC between the date hereof and the Effective Time will time of its filing or being furnished, comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as applicable, Act and the rules Xxxxxxxx-Xxxxx Act and regulations of the SECapplicable Canadian Securities Laws. As of their respective datesdates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will not, 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 made therein, in light of the circumstances under in which they were made, not misleading. , except for any statements in any Parent Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC or with applicable Canadian Securities Regulators prior to the date of this Agreement.
(b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly presentpresents in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, comprehensive income, cash flows and equity included in or incorporated by reference into Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may beapplicable, of Parent and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effecteffect and to any other adjustments described in the notes thereto), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted thereintherein or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other applicable rules and regulations of the SEC or Canadian Securities Regulators.
(c) Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, in all material respects, as required pursuant to Section 13(b)(2) under the Exchange Act and with applicable Canadian Securities Regulators, as applicable. Parent maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable Canadian Securities Laws. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act and applicable Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified in the rules, forms and regulations of the SEC and Canadian Securities Regulators, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. Parent’s principal executive officer and its principal financial officer, have disclosed, based on their most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to its auditors and audit committee (x) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.
Appears in 1 contract
Samples: Merger Agreement (Tc Pipelines Lp)
Parent Reports; Financial Statements. Parent has delivered or made made, or, as appropriate, will make, available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared filed by it since September 30December 31, 1998 1999 (the "Parent Audit Date")) and ----------------- prior to the Effective Time, including (ai) Parent's Annual Report on Form 10-K for the fiscal year ended September 30December 31, 19981999, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (cii) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 2000 and June 30, 19992000, (iii) Form 8-K filed with the SEC on June 28, 2000, (iv) Registration Statement on Form S-8 filed with the SEC on February 28, 2000, and (v) Registration Statement on Form S-3 filed with the SEC on April 10, 2000 and amendments thereto, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including amendments of any such reports filed between the date hereof and the Effective Timeas amended, the "Parent Reports"). As of their respective dates, the The Parent Reports complied(i) were or will -------------- be filed on a timely basis, and any Parent Reports filed with the SEC between the date hereof and the Effective Time (ii) were or will comply, as to form be prepared in compliance in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as applicablethe case may be, and the rules and regulations of the SEC. As of their respective dates, the SEC thereunder applicable to such Parent Reports did notReports, and any Parent Reports (iii) did not or will not at the time they were or are filed with the SEC between the date hereof and the Effective Time will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent Reports or necessary in order to make the statements made thereinin such Parent Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Parent is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position positions included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the consolidated results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that adjustments, which will not be material in amount or effectmaterial), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
Appears in 1 contract
Samples: Merger Agreement (Applied Science & Technology Inc)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement(i) Since December 25, report, proxy statement or information statement prepared by it since September 30, 1998 2005 (the "“Parent Audit Date"”), Parent has filed each report or proxy statement required to be filed by Parent with the SEC since such date (collectively, including any other reports filed with the SEC subsequent to the date hereof and as amended, the “Parent Reports”), including (ax) Parent's ’s Annual Report on Form 10-K for the year ended September 30December 25, 1998, 2005 and (by) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's ’s Quarterly Reports Report on Form 10-Q for the quarterly periods period ended December 31March 26, 1998, March 31, 1999 and June 30, 1999, each in the form 2006 (including exhibits, annexes and any amendments thereto) ). The Parent Reports are publicly and freely available on the SEC’s website, or copies thereof have otherwise been or, for Parent Reports filed with the SEC (collectively, including any such reports filed between after the date hereof and will otherwise be, provided to the Effective Time, the "Company. The Parent Reports", at the time filed (or if amended or superseded by a filing prior to the date of hereof, then on the date of such filing). As of their respective dates, the Parent Reports complied, and any each Parent Reports Report filed with the SEC between subsequent to the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the applicable Securities Act or the Exchange Act, as applicable, Laws and the rules and regulations of the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will not, at the time furnished or filed, contain any misrepresentation (as defined in the Securities Laws, as applicable) or any untrue statement of a material fact or omit to state 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. Each of .
(ii) The annual audited consolidated financial statements and the quarterly unaudited consolidated balance sheets included financial statements, including in or incorporated by reference into each case, any related notes thereto, contained in the Parent Reports (including the related “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC and NYSE with respect thereto as of their respective dates, and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes and schedules) fairly presentsthereto). The Parent Financial Statements present fairly, or will fairly presentin all material respects, the consolidated financial position position, results of operations and cash flows of the Parent and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth indicated therein (subject, in the case of unaudited statements, to notes and normal normal, recurring year-end audit adjustments that will are not expected to be material in amount or effect)and the absence of notes thereto) on a consolidated basis.
(iii) The books and records of Parent and its Subsidiaries, in each case all material respects, (x) have been maintained in accordance with good business practices on a basis consistent with prior years, (y) state in reasonable detail the material transactions and dispositions of the assets of Parent and its Subsidiaries and (z) accurately and fairly reflect the basis for the Parent Reports. Parent has (A) established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) to ensure that material information relating to Parent and its Subsidiaries is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, and (B) designed and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (I) transactions are executed in accordance with management’s general or specific authorization and (II) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with U.S. GAAP consistently applied during and (y) to maintain accountability of the periods involvedassets of Parent and its Subsidiaries. The management of Parent has disclosed, except as may be noted thereinbased on its most recent evaluation of internal control over financial reporting prior to the date hereof, to Parent’s auditors and the audit committee of Parent’s board of directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.
(iv) Parent is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) applicable listing and corporate governance rules and regulations of the NYSE.
Appears in 1 contract
Parent Reports; Financial Statements. (a) Since January 1, 2006, each of Parent and Merger Sub has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents and any other documents filed by
(A) have been prepared from, and are in accordance with, the books and records of Parent and Parent’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and its Subsidiaries as of the dates and for the periods referred to therein.
(b) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither Parent nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Parent.
(c) Parent’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is made Known to the chief executive officer and the chief financial officer of Parent by others within Parent to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Parent has delivered evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (i) to the Knowledge of Parent, Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.
(d) No attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any Subsidiary of Parent, has reported to Parent’s chief legal counsel or chief executive officer evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act.
(e) Since January 1, 2006, to the Knowledge of the Parent, no employee of the Parent or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Parent or any of its Subsidiaries.
(f) To the Knowledge of the Parent, none of the Parent SEC Documents is the subject of ongoing SEC review (other than confidential treatment requests). Parent has made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (all written comment letters from the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting staff of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectivelyreceived since January 1, including any such reports filed between 2006 through the date hereof of this Agreement relating to the Parent SEC Documents and all written responses of Parent thereto through the Effective Time, the "Parent Reports")date of this Agreement other than with respect to requests for confidential treatment. As of their respective datesthe date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the Parent Reports complied, and SEC staff with respect to any Parent Reports filed with SEC Documents other than confidential treatment requests. To the SEC between Knowledge of Parent, as of the date hereof and the Effective Time will complyof this Agreement, as to form in all material respects with the requirements of the Securities Act there are no SEC inquiries or the Exchange Actinvestigations, as applicable, and the rules and regulations of the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will not, contain any untrue statement of a material fact other governmental inquiries or omit to state a material fact required to be stated therein investigations or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in internal investigations pending or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect)threatened, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted thereinregarding any accounting practices of Parent.
Appears in 1 contract
Samples: Merger Agreement (Wyeth)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, and March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "Parent Reports"). As of their respective dates, the Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will 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 made therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
Appears in 1 contract
Samples: Merger Agreement (Capital Re Corp)
Parent Reports; Financial Statements. (i) Parent has delivered filed or made available to the Company true and complete copies of each registration statementfurnished, reportas applicable, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (aA) Parent's Annual Report its annual report on Form 10-K for the year fiscal years ended September 30December 31, 19982012 and 2011, (bB) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports quarterly reports on Form 10-Q for the quarterly periods its fiscal quarters ended after December 31, 19982012, March (C) its proxy or information statements relating to meetings of, or actions taking without a meeting by, the shareholders of the Company held since December 31, 1999 2012, and June 30(D) all other forms, 1999reports, each in the form (including exhibitsschedules, annexes and any amendments thereto) other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since the Applicable Date (collectively, including any such reports filed between the date hereof and the Effective Time, the "“Parent Reports"”). As of their its respective datesdate, the Parent Reports compliedand, and any Parent Reports filed with the SEC between if amended, as of the date hereof and of the Effective Time will complylast such amendment, as to form each Parent Report complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as applicableAct and SOX, and the any rules and regulations of promulgated thereunder applicable to the SECCompany Report. As of their its respective datesdate, the Parent Reports did notand, and any Parent Reports filed with the SEC between if amended, as of the date hereof and of the Effective Time will notlast such amendment, contain no Parent Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments from any comment letters received by Parent from the SEC relating to reports, statements, schedules, registration statements or other filings made by Parent with the SEC. Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2010 through the date of this Agreement relating to Parent Reports and all written responses of Parent thereto through the date of this Agreement, other than those letters publicly available on XXXXX.
(ii) Each of the consolidated balance sheets financial statements included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents(the “Parent Financial Statements”)
(A) has been prepared from, or will fairly presentand is in accordance with, the consolidated financial position books and records of Parent and its Subsidiaries as of its date consolidated Subsidiaries, (B) complies in all material respects with the applicable accounting requirements and each with the rules and regulations of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly presentSEC, the consolidated results of operationsExchange Act and the Securities Act, retained earnings and changes (C) has been prepared in financial position, as the case may be, of Parent and its Subsidiaries for accordance with GAAP applied on a consistent basis during the periods set forth therein involved (except as may be indicated in Parent Financial Statements or in the notes to Parent Financial Statements and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effectand the absence of footnote disclosure), and (D) fairly presents, in each case all material respects, the consolidated financial position and the consolidated results of operations and cash flows of Parent and its Subsidiaries as of the date and for the periods referred to in Parent Financial Statements.
(iii) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP consistently applied during GAAP. No significant deficiency, material weakness or fraud that involves management or other employees was identified in management’s assessment of internal controls as of December 31, 2012. Parent maintains “disclosure controls and procedures” (as defined by Rule 13a-15 or 15d-15 under the Exchange Act). Such disclosure controls and procedures are effective to ensure that all information required to be disclosed by Parent is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC to allow timely decisions regarding required disclosure within the time periods involvedspecified in the SEC’s rules and forms, except and the Exchange Act and the Securities Act. Parent has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent’s outside auditors and the Audit Committee of Parent’s board of directors all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, all of which information described in clauses (A) and (B) above has been disclosed by Parent to the Company prior to the date of this Agreement.
(iv) The principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as may be noted thereinapplicable) has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to Parent Reports, and the statements contained in such certifications were and are true and complete on the date such certifications were made and as of the date of this Agreement, respectively. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX.
Appears in 1 contract
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or 30 information statement prepared by it since September 30December 31, 1998 1997 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30December 31, 19981997, (b) Parent's definitive Proxy Statement for its 1999 1998 Annual Meeting of StockholdersStockholders dated June 18, 1998, and (c) Parent's Quarterly Reports Report on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 31 and June 30, 19991998, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between subsequent to the date hereof and the Effective Timehereof, the "Parent Reports"). As of their respective dates, the Parent Reports complied, and any Parent Reports filed with the SEC between subsequent to the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position statements of cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial positioncash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted thereintherein or in SECTION 5.6. of the Parent Disclosure Schedule.
Appears in 1 contract
Samples: Merger Agreement (Youth Services International Inc)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report Parent has filed or furnished, as applicable, on Form 10-K for a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the year ended September 30SEC pursuant to the Exchange Act or the Securities Act and with applicable Canadian Securities Regulators since the Applicable Date (the forms, 1998statements, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of Stockholdersthis Agreement, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "“Parent Reports"”). As Each of their respective dates, the Parent Reports compliedReports, and any Parent Reports filed with at the SEC between the date hereof and the Effective Time will time of its filing or being furnished, comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as applicable, Act and the rules Xxxxxxxx-Xxxxx Act and regulations of the SECapplicable Canadian Securities Laws. As of their respective datesdates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will not, 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 made therein, in light of the circumstances under in which they were made, not misleading. , except for any statements in any Parent Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC or with applicable Canadian Securities Regulators prior to the date of this Agreement.
(b) Each of the consolidated balance sheets statements of financial position included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly presentpresents in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of its date and each of the consolidated statements of income and of comprehensive income, changes in financial position equity and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, presents in all material respects the consolidated results of operations, retained earnings (loss) and changes in financial position, as the case may beapplicable, of Parent and its Subsidiaries such companies for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted thereintherein or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other applicable rules and regulations of the SEC or Canadian Securities Regulators.
(c) Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case, in all material respects, as required pursuant to Section 13(b)(2) under the Exchange Act and with applicable Canadian Securities Regulators, as applicable. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13A-15 under the Exchange Act) as required by Rule 13A-15 under the Exchange Act, the applicable listing standards of the TSX and applicable Canadian Securities Laws. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act and applicable Canadian Securities Laws are recorded, processed, summarized and reported within the time periods specified in the rules, forms and regulations of the SEC and Canadian Securities Regulators, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. Parent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to Parent’s auditors and the audit committee of the Parent Board (x) all significant deficiencies in the designation or operation of internal controls which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weakness in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls.
Appears in 1 contract
Samples: Merger Agreement (Enbridge Inc)
Parent Reports; Financial Statements. (i) The filings required to be made by Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 2005 under the Securities Act and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) Exchange Act have been filed with the SEC SEC, including all material forms, information statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder as in effect on the dates so filed (collectively, including any amendments of any such reports filed between with or furnished to the SEC by Parent prior to the date hereof and the Effective Timehereof, the "“Parent Reports"”). As None of their respective dates, the Parent Reports complied, and any (in the case of Parent Reports filed with or furnished pursuant to the SEC between the date hereof and the Effective Time will complySecurities Act), as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective effective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will not, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. None of the Parent Reports (in the case of Parent Reports filed or furnished pursuant to the Exchange Act) contained, when filed as finally amended or subsequently mailed to stockholders, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(ii) The consolidated financial statements of the Parent and its Subsidiaries included in such Parent Reports complied as of the effective or file dates thereof, as applicable, as to form in all material respects with the applicable rules and regulations of the SEC with respect thereto as in effect on such date. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentin all material respects, the consolidated financial position of the Parent and its Subsidiaries as of its date date, and each of the consolidated statements of income and of changes in financial position consolidated statements of cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly presentin all material respects, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. GAAP consistently applied during the periods involved, except as may be noted therein. The management of Parent has implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the management of Parent by others within those entities; and Parent has designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under its supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Parent qualifies as a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act.
Appears in 1 contract
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Parent has filed all Parent Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) required to be filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "Parent Reports")SEC. As of their respective datesfiling date or, if amended, as of the date of that last such amendment, each Parent Reports complied, and any Parent Reports filed Report has complied with the SEC between the date hereof and the Effective Time will comply, as to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as applicable, and except as would not, individually or in the rules and regulations aggregate, reasonably be likely to have a Parent Material Adverse Effect. None of the SEC. As of their respective dates, the Parent Reports did notcontained when filed (and, in the case of registration statements and any Parent Reports filed with proxy statements, on the SEC between the date hereof dates of effectiveness and the Effective Time will notdates of mailing, contain respectively) any untrue statement of a material fact or omit omitted or omits or will omit, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements made therein, in the light of the circumstances under which they were or are made, not misleading. Each .
(b) Parent has made available (including via the SEC’s EXXXX system, as applicable) to the Company all of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will Financial Statements. The Parent Financial Statements fairly present, in conformity in all material respects with GAAP, in each case, consistently applied for the periods involved, the consolidated financial position of Parent at the respective dates thereof and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings its operations and changes in financial position, as the case may be, of Parent and its Subsidiaries cash flows for the respective periods set forth therein indicated (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments consistent with GAAP).
(c) There are no liabilities of Parent or any of its Subsidiaries, whether fixed, contingent or otherwise, other than liabilities (i) disclosed and provided for in the Parent Balance Sheet or in the balance sheets included in the Parent Reports filed prior to the date of this Agreement, (ii) incurred in the ordinary course of business since December 31, 2018, (iii) incurred on behalf of Parent in connection with the transactions contemplated by this Agreement or (iv) which would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.
(d) Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) reasonably designed to ensure that will not information required to be material disclosed by Parent in amount reports that its files or effect)submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in each case the rules and forms of the SEC and that such information is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Parent Reports.
(e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that receipts and expenditures are made in accordance with management’s authorization, (ii) that transactions are recorded as necessary to permit the preparation of financial statements for external purposes in accordance with GAAP consistently applied during and (iii) regarding prevention and timely detection of the periods involvedunauthorized acquisition, except use or disposition of Parent’s assets that could have a material effect on the financial statements.
(f) Parent has disclosed, based on the most recent evaluation of internal control over financial reporting, to Parent’s auditors and the audit committee of the board of directors of Parent, (i) all “significant deficiencies” or “material weaknesses” in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. For the purposes of this Section 5.08(f), the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Appendix A of Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as may be noted thereinin effect on the date of this Agreement.
(g) Since December 31, 2018, (i) neither Parent nor any of its Subsidiaries has received any material complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any credible complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or their respective officers, directors, employees or agents to the board of directors of Parent or any committee thereof or to any director or officer of Parent pursuant to the rules of the SEC adopted under Section 307 of the Sxxxxxxx-Xxxxx Act of 2002.
(h) There are no “off balance sheet arrangements” as defined in Item 303 of Regulation S-K under the Securities Act, to which Parent or any of its Subsidiaries is a party.
Appears in 1 contract
Samples: Merger Agreement (Fidelity National Financial, Inc.)
Parent Reports; Financial Statements. (i) Parent has delivered filed or made available furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), date hereof including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "“Parent Reports"”). As Each of their respective dates, the Parent Reports Reports, at the time of its filing or being furnished complied, and any Parent Reports or if not yet filed with the SEC between the date hereof and the Effective Time or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act, as applicable”), and the any rules and regulations of promulgated thereunder applicable to the SECParent Reports. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment) the Parent Reports did not, and any Parent Reports filed or furnished with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the .
(ii) Parent’s consolidated balance sheets included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Parent Reports (including the related notes and schedules) fairly presentsReports, were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required to be in compliance with GAAP), and in each case such consolidated financial statements fairly presentpresented, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its the consolidated Subsidiaries of Parent as of its date the respective dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the respective periods set forth therein covered thereby (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments which were not and which are not expected to be, individually or in the aggregate, material to Parent and its consolidated Subsidiaries taken as a whole).
(iii) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq.
(iv) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that will not information required to be material disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. Parent maintains internal control over financial reporting (as defined in amount Rule 13a-15 or effect15d-15, as applicable, under the Exchange Act), . Such internal control over financial reporting is effective in each case providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied during generally accepted accounting principles and includes policies and procedures that (i) pertain to the periods involvedmaintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the asset of Parent and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with authorizations of management and directors of Parent or Bank, as the case may be,, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s or Subsidiaries’ assets that could have a material effect on its financial statements.
(v) Parent has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to Parent’s auditors and the audit committee of Parent’s Board (A) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Parent’s or its Subsidiaries ability to record, process, summarize and report financial information and has identified for Parent’s auditors and audit committee of Parent’s Board any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s or its Subsidiaries’ internal control over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent or Bank employees regarding questionable accounting or auditing matters, have been received by Parent or Bank. No attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to Parent’s audit committee (or other person or committee designated for the purpose) of the board of directors or the board of directors pursuant to the rules in adopted pursuant to Section 307 of the Sxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules.
(vi) Parent and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2019 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, and all other material reports and statements required to be filed by it since December 31, 2019, including, without limitation, the rules and regulations of the FDIC, the DFPI or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were filed.
(vii) Since December 31, 2019, except as may disclosed in the Parent Reports, (A) Parent and each of its Subsidiaries has conducted its business only in, and has not engaged in any material transaction other than according to, the ordinary and usual course of such business consistent with past practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise) has had or could be noted thereinreasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent or Bank to consummate the transactions contemplated by this Agreement.
(viii) Since December 31, 2019, except as disclosed in the Parent Reports, there has not been (A) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by Parent or any Subsidiary of Parent, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of Parent other than as set forth in the Parent Reports, or (C) any change by Parent in accounting principles, practices or methods.
Appears in 1 contract
Parent Reports; Financial Statements. The Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (ai) Parent's its Annual Report on Form 10-K K, for the year fiscal years ended September 30December 31, 19982000, December 31, 2001, and December 31, 2002, as filed with the SEC under the Securities Act and/or the Exchange Act, as applicable, (bii) Parent's definitive Proxy Statement for its 1999 Annual Meeting proxy statements relating to all of Stockholdersthe meetings of shareholders (whether annual or special) of the Parent since January 1, 2001, as filed with the SEC, and (ciii) Parent's all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q for and Current Reports on Form 8-K) required to be filed by the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed Parent with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "Parent Reports"). As of their respective dates, the Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of under the Securities Act or and/or the Exchange Act, as applicable, since January 1, 2000. The reports and statements set forth in clauses (i) through (iii), above, including all exhibits and information incorporated by reference therein, are referred to collectively herein as the rules and regulations of "Parent Reports."
(a) Since December 31, 2000, the SECParent filed all Parent Reports required to be filed by it with the SEC under the Securities Act and/or the Exchange Act, as applicable. As of their respective datesfiling dates (and if amended or supplemented by a filing prior to the date of this Agreement, then as of the date of such amended or supplemented filing), the Parent Reports did not, and any Parent Reports filed (i) complied in all material respects with the SEC between then-applicable requirements of the date hereof Securities Act and the Effective Time will not, Exchange Act and (ii) 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 made therein, in the light of the circumstances under which they were made, not misleading. Each .
(b) No Subsidiary of the Parent is required to file any forms, reports or other documents with the SEC.
(c) The audited consolidated balance sheets financial statements and unaudited interim financial statements of the Parent included in or incorporated by reference into the Parent Reports have been prepared in accordance with GAAP applied on a consistent basis (including except as may be indicated therein or in the related notes thereto) and schedules) fairly presentspresent fairly, or will fairly presentin all material respects, the consolidated financial position of the Parent and its the Parent Subsidiaries as of its date at the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings their operations and changes in financial position, as the case may be, of Parent and its Subsidiaries cash flows for the periods set forth therein (then ended subject, in the case of the unaudited interim financial statements, to notes and normal year-end audit adjustments, any other adjustments described therein, and the fact that will not be material in amount certain information and notes have been condensed or effect), in each case omitted in accordance with GAAP consistently applied during the periods involved, except as may be noted thereinExchange Act.
Appears in 1 contract
Samples: Merger Agreement (Simula Inc)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30Since January 1, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 19992006, each in the form of Parent and Merger Sub has timely filed or otherwise furnished (including exhibitsas applicable) all registration statements, annexes prospectuses, forms, reports, definitive proxy statements, schedules, statements and any amendments thereto) documents required to be filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "Parent Reports"). As of their respective dates, the Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of by it under the Securities Act or the Exchange Act, as applicablethe case may be, together with all certifications required pursuant to the Sarbanes-Oxley Act (such documents and the rules and regulations of any other documents filed by Pxxxxx xx xxx xf its Subsidiaries with the SEC, including exhibits and other information incorporated therein, as they have been supplemented, modified or amended since the time of filing, collectively, the "Parent SEC Documents"). As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Parent Reports SEC Documents (i) did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will not, not contain any untrue statement of a material fact or omit to state 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. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEX xxxxxxxxxx. None of Parent's Subsidiaries are required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of Parent and Parent's Subsidiaries included in or incorporated by reference into the Parent Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the "Parent Financial Statements")
(A) have been prepared from, and are in accordance with, the books and records of Parent and Parent's Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders' equity of Parent and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein referred to therein.
(subjectb) Parent is in compliance in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act and (ii) the applicable listing and corporate govexxxxxx xxxxx xnd regulations of the NYSE. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the Sarbanes-Oxley Act, neither Parent nor any of its Affiliates has made, xxxxxxxx, xxdified (in any material way), or forgiven personal loans to any executive officer or director of Parent.
(c) Parent's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Parent in the case reports it files or submits under the Exchange Act is made Known to the chief executive officer and the chief financial officer of unaudited statementsParent by others within Parent to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Parent has evaluated the effectiveness of Parent's disclosure controls and procedures and, to notes the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and normal yearprocedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (i) to the Knowledge of Parent, Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent's ability to record, process, summarize and report financial information and (ii) Parent does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent's internal control over financial reporting.
(d) No attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any Subsidiary of Parent, has reported to Parent's chief legal counsel or chief executive officer evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents pursuant to Section 307 of the Sarbanes-end audit adjustments that will not be material Oxley Act.
(e) Since January 1, 2006, to the Knxxxxxxx xx xxx Parent, no employee of the Parent or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in amount Section 806 of the Sarbanes-Oxley Act by the Parent or effectany of its Subsidiaries.
(x) Xx xxe Knowledge of the Parent, none of the Parent SEC Documents is the subject of ongoing SEC review (other than confidential treatment requests). Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2006 through the date of this Agreement relating to the Parent SEC Documents and all written responses of Parent thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents other than confidential treatment requests. To the Knowledge of Parent, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted thereinregarding any accounting practices of Parent.
Appears in 1 contract
Samples: Merger Agreement (Pfizer Inc)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including
(a) Parent's Annual Report on Form 10-K for the year ended September 30Parent has furnished or filed all reports, 1998schedules, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholdersforms, statements and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form other documents (including exhibits, annexes exhibits and any amendments theretoother information incorporated therein) required to be furnished or filed by Parent or Parent Utility Sub with the SEC since January 1, 2014 (collectivelysuch documents, together with all exhibits, financial statements, including any such reports filed between the date hereof Parent Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Effective TimeProxy Statement/Prospectus, being collectively referred to as the "“Parent Reports"”). As of their respective datesEach Parent Report (i) at the time furnished or filed, the Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Exchange ActXxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as applicablethe case may be, and the rules and regulations of the SEC. As of their respective dates, SEC promulgated thereunder applicable to such Parent Report and (ii) did not at the Parent Reports did not, and any Parent Reports time it was filed with the SEC between (or if amended or superseded by a filing or amendment prior to the date hereof and of this Agreement, then at the Effective Time will not, time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets financial statements of Parent included in or incorporated by reference into the Parent Reports (including the related “Parent Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresents in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of Parent and its Parent’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings their operations and changes in financial position, as the case may be, of Parent and its Subsidiaries cash flows for the periods set forth therein shown (subject, in in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments adjustments).
(b) Neither Parent nor any Parent Subsidiary has any liability of any nature that will is required by GAAP to be set forth on a consolidated balance sheet of Parent and the Parent Subsidiaries, except liabilities (i) reflected or reserved against in the most recent balance sheet (including the notes thereto) of Parent and the Parent Subsidiaries included in the Parent Reports filed prior to the date hereof, (ii) incurred in the ordinary course of business after March 31, 2016, (iii) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement or (iv) that have not had and would not reasonably be material expected to have, individually or in amount the aggregate, a Parent Material Adverse Effect.
(c) Parent maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 or effect15d-15, as applicable, under the Exchange Act), . Such internal control over financial reporting is effective in each case providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied during in all material respects. Parent maintains “disclosure controls and procedures” required by Rule 13a-15 or 15d-15 under the periods involvedExchange Act that are effective to ensure that information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is recorded, except processed, summarized and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. Parent has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Parent Board (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as may be noted thereindefined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (2) any fraud, known to Parent, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting.
Appears in 1 contract
Samples: Merger Agreement
Parent Reports; Financial Statements. (i) Parent has delivered filed or made available furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), date hereof including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "“Parent Reports"”). As Each of their respective dates, the Parent Reports Reports, at the time of its filing or being furnished complied, and any Parent Reports or if not yet filed with the SEC between the date hereof and the Effective Time or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as applicableAct and the Sarxxxxx-Xxxxx Xxt of 2002 (the “Sarxxxxx-Xxxxx Xxt”), and the any rules and regulations of promulgated thereunder applicable to the SECParent Reports. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment) the Parent Reports did not, and any Parent Reports filed or furnished with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the .
(ii) Parent’s consolidated balance sheets included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Parent Reports (including the related notes and schedules) fairly presentsReports, were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required to be in compliance with GAAP), and in each case such consolidated financial statements fairly presentpresented, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its the consolidated Subsidiaries of Parent as of its date the respective dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the respective periods set forth therein covered thereby (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments which were not and which are not expected to be, individually or in the aggregate, material to Parent and its consolidated Subsidiaries taken as a whole).
(iii) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq.
(iv) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that will not information required to be material disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. Parent maintains internal control over financial reporting (as defined in amount Rule 13a-15 or effect15d-15, as applicable, under the Exchange Act), . Such internal control over financial reporting is effective in each case providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied during generally accepted accounting principles and includes policies and procedures that (i) pertain to the periods involvedmaintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the asset of Parent and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with authorizations of management and directors of Parent or Bank, as the case may be, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s or Subsidiaries’ assets that could have a material effect on its financial statements.
(v) Parent has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to Parent’s auditors and the audit committee of Parent’s Board (A) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Parent’s or its Subsidiaries ability to record, process, summarize and report financial information and has identified for Parent’s auditors and audit committee of Parent’s Board any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s or its Subsidiaries’ internal control over financial reporting. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent or Bank employees regarding questionable accounting or auditing matters, have been received by Parent or Bank. No attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to Parent’s audit committee (or other person or committee designated for the purpose) of the board of directors or the board of directors pursuant to the rules in adopted pursuant to Section 307 of the Sarxxxxx-Xxxxx Xxt or any Parent policy contemplating such reporting, including in instances not required by those rules.
(vi) Parent and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, and all other material reports and statements required to be filed by it since December 31, 2014, including, without limitation, the rules and regulations of the FDIC, the DBO or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were filed.
(vii) Since December 31, 2014, except as may disclosed in the Parent Reports, (A) Parent and each of its Subsidiaries has conducted its business only in, and has not engaged in any material transaction other than according to, the ordinary and usual course of such business consistent with past practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise) has had or could be noted thereinreasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent or Bank to consummate the transactions contemplated by this Agreement.
(viii) Since December 31, 2014, except as disclosed in the Parent Reports, there has not been (A) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by Parent or any Subsidiary of Parent, whether or not covered by insurance, (B) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the capital stock of Parent other than as set forth in the Parent Reports, or (C) any change by Parent in accounting principles, practices or methods.
Appears in 1 contract
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report Parent has filed or furnished, as applicable, on Form 10-K for a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for SEC under the quarterly periods ended Exchange Act or the Securities Act since December 31, 19982018 (the forms, March statements, reports and documents filed or furnished since December 31, 1999 2018 and June 30, 1999, each in those filed or furnished subsequent to the form (date hereof including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "“Parent Reports"”). As Each of their respective dates, the Parent Reports Reports, at the time of its filing or being furnished complied, and any Parent Reports or if not yet filed with the SEC between the date hereof and the Effective Time or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the any rules and regulations of promulgated thereunder applicable to the SECParent Reports. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment), the Parent Reports did not, and any of the Parent Reports filed or furnished with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the .
(b) Parent’s consolidated balance sheets included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Parent Reports (including the related notes and schedules) fairly presents, were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required to be in compliance with GAAP), were or will be prepared from and in accordance with, the books and records of Parent and its Subsidiaries, and in each case such consolidated financial statements fairly presentpresented, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its the consolidated Subsidiaries of Parent as of its date the respective dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the respective periods set forth therein covered thereby (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments adjustments).
(c) Parent and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that will not be material they were required to file since December 31, 2018 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, including under the rules and regulations of the FDIC or the Utah Department of Financial Institutions, as applicable, and have paid all fees and assessments due and payable in amount or effect), in each case in accordance with GAAP consistently applied during the periods involvedconnection therewith, except as may where the failure to file such report or statement or to pay such fees and assessments would not, individually or taken together with all other facts, circumstances and events, reasonably be noted thereinlikely to have, a Parent Material Adverse Effect. As of their respective dates, such reports and statements complied in all material respects with all the Laws of the applicable Regulatory Authority with which they were filed.
Appears in 1 contract
Parent Reports; Financial Statements. Parent has delivered or made made, or, as appropriate, will make, available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared filed by it since September 30December 31, 1998 1999 (the "Parent Audit Date")) and prior to the Effective Time, including (ai) Parent's Annual Report on Form 10-K for the fiscal year ended September 30December 31, 19981999, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (cii) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 2000 and June 30, 19992000, (iii) Form 8-K filed with the SEC on June 28, 2000, (iv) Registration Statement on Form S-8 filed with the SEC on February 28, 2000, and (v) Registration Statement on Form S-3 filed with the SEC on April 10, 2000 and amendments thereto, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including amendments of any such reports filed between the date hereof and the Effective Timeas amended, the "Parent Reports"). As of their respective dates, the The Parent Reports complied(i) were or will be filed on a timely basis, and any Parent Reports filed with the SEC between the date hereof and the Effective Time (ii) were or will comply, as to form be prepared in compliance in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as applicablethe case may be, and the rules and regulations of the SEC. As of their respective dates, the SEC thereunder applicable to such Parent Reports did notReports, and any Parent Reports (iii) did not or will not at the time they were or are filed with the SEC between the date hereof and the Effective Time will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent Reports or necessary in order to make the statements made thereinin such Parent Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Parent is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.presents the
Appears in 1 contract
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30December 31, 1998 1997 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30December 31, 19981997, (b) Parent's definitive Proxy Statement for its 1999 1998 Annual Meeting of StockholdersStockholders dated June 18, 1998, and (c) Parent's Quarterly Reports Report on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 31 and June 30, 19991998, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between subsequent to the date hereof and the Effective Timehereof, the "Parent Reports"). As of their respective dates, the Parent Reports complied, and any Parent Reports filed with the SEC between subsequent to the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position statements of cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial positioncash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted thereintherein or in Section 5.6. of the Parent Disclosure Schedule.
Appears in 1 contract
Parent Reports; Financial Statements. (i) Parent has delivered filed or made available furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to the Company true and complete copies of each registration statement, report, proxy statement be filed or information statement prepared furnished by it with the SEC under the Exchange Act or the Securities Act since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 19982018 (the forms, March statements, reports and documents filed or furnished since December 31, 1999 2018 and June 30, 1999, each in those filed or furnished subsequent to the form (date hereof including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "“Parent Reports"”). As Each of their respective dates, the Parent Reports Reports, at the time of its filing or being furnished complied, and any Parent Reports or if not yet filed with the SEC between the date hereof and the Effective Time or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the any rules and regulations of promulgated thereunder applicable to the SECParent Reports. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment) the Parent Reports did not, and any of the Parent Reports filed or furnished with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the .
(ii) Parent’s consolidated balance sheets included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Parent Reports (including the related notes and schedules) fairly presents, were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required to be in compliance with GAAP), were or will be prepared from and in accordance with, the books and records of Parent and its Subsidiaries, and in each case such consolidated financial statements fairly presentpresented, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its the consolidated Subsidiaries of Parent as of its date the respective dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the respective periods set forth therein covered thereby (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments adjustments).
(iii) Parent and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that will not they were required to file since December 31, 2018 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, as applicable, and all other material reports and statements required to be filed by them since December 31, 2018, including pursuant to the rules and regulations of the FDIC, the CDFPI or any other Regulatory Authority, as applicable, and have paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports and statements complied in all material respects with all the Laws, rules and regulations of the applicable Regulatory Authority with which they were filed. Except for normal examinations conducted by a Regulatory Authority in amount the ordinary course of business of Parent and its Subsidiaries, no Regulatory Authority has initiated or effect)has pending any proceeding or, to the Knowledge of Parent, investigation into the business or operations of Parent or any of its Subsidiaries since December 31, 2018. There (i) is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any report or statement relating to any examinations or inspections of Parent or any of its Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Authority with respect to the business, operations, policies or procedures of Parent or any of its Subsidiaries since December 31, 2018.
(iv) Since December 31, 2019, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in each case any paragraph of this Section 4.03 or otherwise) has had, or is reasonably likely to have, a Parent Material Adverse Effect.
(v) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and that are effective to ensure that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. Parent maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied during GAAP. Parent has identified and disclosed, based on the periods involvedmost recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, except as may to Parent’s auditor and the audit committee of the Parent Board (A) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Since December 31, 2020, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent’s or its Subsidiaries’ employees regarding questionable accounting or auditing matters, have been received by Parent to Parent’s Knowledge. Except for those liabilities that are reflected or reserved against on the most recent consolidated balance sheet included in the Parent Reports, neither Parent nor any of its Subsidiaries has incurred any material obligations or liabilities (whether or not accrued, contingent or otherwise and whether or not required to be noted thereindisclosed) other than in the ordinary and usual course of business consistent with past practice since the date of such balance sheet (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby).
Appears in 1 contract
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared filed by it with the SEC (collectively, including any amendments of any such reports, the "PARENT REPORTS") pursuant to the Securities Act or the Exchange Act since September 30January 1, 1998 (and prior to the "Parent Audit Date")date hereof, including (ai) Parent's Annual Report on Form 10-K for the fiscal year ended September 30December 31, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, 1998 and (cii) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999, June 30, 1999 and June September 30, 1999, each in the form filed with the SEC (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "Parent Reports"). As None of their respective dates, the Parent Reports complied, and any (in the case of Parent Reports filed with pursuant to the SEC between the date hereof and the Effective Time will complySecurities Act), as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective effective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will not, contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading and none of the Parent Reports (in the case of Parent Reports filed pursuant to the Exchange Act) as of the respective dates first mailed to shareholders contains any statement which, at the time and in the light of the circumstances under which it was made, was false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent and its Subsidiaries included in such Parent Reports comply as to form in all material respects with the applicable rules and regulations of the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly presentin all material respects, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and consolidated statements of changes in financial position cash flow included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly presentin all material respects, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect)therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since September 30, 1999 (the "PARENT AUDIT DATE") and through the date hereof, neither Parent nor any of its Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent or otherwise and whether due or to become due) of any nature, except liabilities or obligations which (i) were reflected on the audited balance sheet of Parent and its Subsidiaries as of September 30, 1999 (including the notes thereto), (ii) were incurred in the ordinary course of business, consistent with past practices after September 30, 1999, (iii) are disclosed in the Parent Reports filed after September 30, 1999, (iv) would not be reasonably likely to, either individually or in the aggregate, have a Parent Material Adverse Effect, (v) were incurred in connection with the transactions contemplated by this Agreement or (vi) have been satisfied prior to the date hereof.
Appears in 1 contract
Samples: Merger Agreement (Nisource Inc)
Parent Reports; Financial Statements. (i) Parent has delivered filed or made available furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to the Company true and complete copies of each registration statement, report, proxy statement be filed or information statement prepared furnished by it with the SEC under the Exchange Act or the Securities Act since September 30, 1998 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 19982018 (the forms, March statements, reports and documents filed or furnished since December 31, 1999 2018 and June 30, 1999, each in those filed or furnished subsequent to the form (date of this Agreement including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "“Parent Reports"”). As Each of their respective dates, the Parent Reports Reports, at the time of its filing or being furnished complied, and any Parent Reports or if not yet filed with the SEC between the date hereof and the Effective Time or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports, except where the failure to file (or furnish, as applicable) such forms, statements, certifications, reports and documents, either individually or in the rules and regulations of the SECaggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. As of their respective datesdates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Parent Reports did not, and any of the Parent Reports filed or furnished with the SEC between subsequent to the date hereof and the Effective Time of this Agreement will 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the .
(ii) Parent’s consolidated balance sheets included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Parent Reports (including the related notes and schedules) fairly presents, were or will fairly presentbe prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required to be in compliance with GAAP), were or will be prepared from and in accordance with, the consolidated financial position books and records of Parent and its Subsidiaries as of its date in all material respects, and in each of the case such consolidated financial statements of income and of changes fairly presented, in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly presentall material respects, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, results of operations and cash flows of Parent and its the consolidated Subsidiaries of Parent as of the respective dates thereof and for the respective periods set forth therein covered thereby (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments adjustments).
(iii) Parent and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that will they were required to file since December 31, 2018 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, as applicable, and all other material reports and statements required to be filed by them since December 31, 2018, including the rules and regulations of the OCC, FDIC, or any other Regulatory Authority, as applicable, and has paid all fees and assessments due and payable in connection therewith, except where the failure to file such report or statement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. As of their respective dates, such reports and statements complied in all material in amount or effectrespects with all the Laws, rules and regulations of the applicable Regulatory Authority with which they were filed. Subject to Section 1.02(b), except for normal examinations conducted by a Regulatory Authority in each case the ordinary course of business of Parent and its Subsidiaries, no Regulatory Authority has initiated or has pending any proceeding or, to the Knowledge of Parent, investigation into the business or operations of Parent or any of its Subsidiaries since December 31, 2018, except where such proceedings or investigations would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Parent. Subject to Section 1.02(b), there (i) is no material unresolved violation, criticism, or exception by any Regulatory Authority with respect to any report or statement relating to any examinations or inspections of Parent or any of its Subsidiaries and (ii) has been no material formal or informal inquiries by, or disagreements or disputes resulting in material risk to the Parent or any of its Subsidiaries with, any Regulatory Authority with respect to the business, operations, policies or procedures of Parent or any of its Subsidiaries since December 31, 2018.
(iv) Since December 31, 2020, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 4.02 or otherwise) has had, or would reasonably be expected to have, a Material Adverse Effect on the Parent.
(v) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and that are effective to ensure that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. Parent maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP consistently applied during GAAP. Parent has identified and disclosed, based on the periods involvedmost recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, except as may to Parent’s auditor and the audit committee of the Parent Board (A) any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting that would reasonably be noted thereinexpected to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) to the Knowledge of Parent, any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Since December 31, 2020, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent’s or its Subsidiaries’ employees regarding questionable accounting or auditing matters, have been received by Parent to Parent’s Knowledge. Except for those liabilities that are reflected or reserved against on the most recent consolidated balance sheet included in the Parent Reports, neither Parent nor any of its Subsidiaries has incurred any material obligations or liabilities (whether or not accrued, contingent or otherwise and whether or not required to be disclosed) other than in the ordinary and usual course of business consistent with past practice since the date of such balance sheet (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby).
Appears in 1 contract
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared filed by it since September 30with the SEC (collectively, 1998 (including any amendments of any such reports, the "Parent Audit DateReports")) pursuant to the Securities Act or the Exchange Act since January 1, 1998 and prior to the date hereof, including (ai) Parent's Annual Report on Form 10-K for the fiscal year ended September 30December 31, 1998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, 1998 and (cii) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999, June 30, 1999 and June September 30, 1999, each in the form filed with the SEC (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between the date hereof and the Effective Time, the "Parent Reports"). As None of their respective dates, the Parent Reports complied, and any (in the case of Parent Reports filed with pursuant to the SEC between the date hereof and the Effective Time will complySecurities Act), as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective effective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will not, contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading and none of the Parent Reports (in the case of Parent Reports filed pursuant to the Exchange Act) as of the respective dates first mailed to shareholders contains any statement which, at the time and in the light of the circumstances under which it was made, was false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent and its Subsidiaries included in such Parent Reports comply as to form in all material respects with the applicable rules and regulations of the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly presentin all material respects, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and consolidated statements of changes in financial position cash flow included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly presentin all material respects, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect)therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since September 30, 1999 (the "Parent Audit Date") and through the date hereof, neither Parent nor any of its Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent or otherwise and whether due or to become due) of any nature, except liabilities or obligations which (i) were reflected on the audited balance sheet of Parent and its Subsidiaries as of September 30, 1999 (including the notes thereto), (ii) were incurred in the ordinary course of business, consistent with past practices after September 30, 1999, (iii) are disclosed in the Parent Reports filed after September 30, 1999, (iv) would not be reasonably likely to, either individually or in the aggregate, have a Parent Material Adverse Effect, (v) were incurred in connection with the transactions contemplated by this Agreement or (vi) have been satisfied prior to the date hereof.
Appears in 1 contract
Samples: Merger Agreement (Nisource Inc)
Parent Reports; Financial Statements. Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30December 31, 1998 1999 (the "Parent Audit Date"), including (a) Parent's Annual Report on Form 10-K for the year ended September 30December 31, 1998, 1999 (b) Parent's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000 and (c) Parent's definitive Proxy Statement for its 1999 2000 Annual Meeting of Stockholders, and (c) Parent's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed between subsequent to the date hereof and the Effective Timehereof, the "Parent Reports"). As of their respective dates, the Parent Reports complied, and any Parent Reports filed with the SEC between subsequent to the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC between subsequent to the date hereof and the Effective Time will 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 made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
Appears in 1 contract
Samples: Merger Agreement (Gliatech Inc)
