Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. Each of Parent and its subsidiaries has timely filed with the Commission all forms, reports, schedules, statements, exhibits and other documents required to be filed by it since December 31, 1994 under the Securities Exchange Act of 1934 (together with the rules and regulations thereunder, the "Exchange Act") or the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) did 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 therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements (including the related notes) of Parent included in the Parent SEC Documents were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present (subject in the case of unaudited statements to the absence of footnotes and to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cavalier Homes Inc), Agreement and Plan of Merger (Belmont Homes Inc)

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Parent SEC Documents. Each of Parent and its subsidiaries has timely filed with the Securities and Exchange Commission (the "SEC") all forms, reports, schedules, statementsforms, exhibits statements and other documents required to be filed by it since December 31, 1994 under the Securities Exchange Act of 1934 (together with the rules and regulations thereunderSEC since August 1, the "Exchange Act") or the Securities Act 1998 (such documents, as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). The Copies of all such documents filed after November 12, 1999 shall be provided to the Company promptly following the filing thereof. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, and none of the Parent SEC Documents at the time they were filed (and, in and as of the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) did not date hereof contained or contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements (including the related notes) of Parent included in the Parent SEC Documents were complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present (subject in the case of unaudited statements to the absence of footnotes and to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lycos Inc)

Parent SEC Documents. Each Parent has filed on a timely basis (and made available to the Company) copies of Parent and its subsidiaries has timely filed with the Commission all forms, required reports, schedules, statements, exhibits registration statements and other documents required to be filed by it since December 31, 1994 under the Securities Exchange Act of 1934 (together definitive proxy statements with the rules and regulations thereunderSEC since January 1, the "Exchange Act") or the Securities Act 2014 (as such documents, as supplemented and amended documents have since the time of filing, collectivelytheir filing been amended, the "Parent SEC Documents"). The As of their respective dates, the Parent SEC Documents (including any financial statements filed, to be filed or required to have been filed as a part thereof) complied 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 thereunder applicable to such Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at and none of the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) did not contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements (including the related notes) state­ments of Parent included in the Parent SEC Documents were comply as to form in all material respects with applicable accounting require­ments and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present (subject subject, in the case of the unaudited statements to the absence of footnotes and financial statements, to normal, recurring and year-end audit adjustments, which were not individually or in the aggregate material) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Air Industries Group)

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Parent SEC Documents. Each of Parent and its subsidiaries has timely filed with the Commission all forms, reports, schedules, statements, exhibits and other documents required to be filed by it since December 31January 1, 1994 1995 under the Securities Exchange Act of 1934 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") ), or the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) did 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 therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements (including the related notes) of Parent included in the Parent SEC Documents were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present (subject in the case of unaudited statements to the absence of footnotes and to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Southern Mineral Corp)

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