Purchaser Documents. (a) As of their respective filing dates, (i) all reports filed by Purchaser and which must be filed by Purchaser in the future with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act (the "PURCHASER SEC DOCUMENTS") complied and, with respect to future filings, will comply in all material respects with the requirements of the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Documents, and (ii) no Purchaser SEC Documents, as of their respective dates contained any untrue statement of a material fact or omitted, and no Purchaser SEC Document filed subsequent to the date hereof will omit as of their respective dates, to state a material fact required to be stated therein or necessary to make the statements therein (in the case of registration statements of the Purchaser under the Securities Act, in light of the circumstances under which they were made) not misleading.
(b) The financial statements of Purchaser included in the Purchaser SEC Documents (including the related notes) complied as to form, 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 GAAP (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial condition of Purchaser and its subsidiaries at the dates thereof and the consolidated results of operations and cash flows of Purchaser and its subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that were not material in amount or effect). Except for liabilities (i) reflected in Purchaser's unaudited balance sheet as of December 31, 2005 or described in any notes thereto (or for which neither accrual nor footnote disclosure is required pursuant to GAAP), or (ii) incurred in the ordinary course of business since December 31, 2005 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither Purchaser nor any of its subsidiaries has any material liabilities or obligations of any nature.
Purchaser Documents. Purchaser has furnished the Acquired Companies and the Stockholder with a true and complete copy of each report and registration statement filed by it with the SEC (the "Purchaser Documents") since its initial public offering, which are all the documents that it was required to file with the SEC since such date. As of their respective dates, the Purchaser Documents did not contain any untrue statements of material facts or omit to state material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the Purchaser Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated under such statutes. The financial statements contained in the Purchaser Documents, together with the notes thereto, have been prepared in accordance with GAAP, reflect all liabilities of Purchaser required to be stated therein and present fairly the financial condition of Purchaser at such date and the results of operations and cash flows of Purchaser for the period then ended. The Purchaser Documents do not contain any untrue statements of material facts or omit to state any material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading as of the date hereof except for such facts as are disclosed herein and except for the transactions contemplated hereby.
Purchaser Documents. Such certificates, instruments or documents as Seller may reasonably request in order to effect and document the transactions contemplated hereby.
Purchaser Documents. The Company shall have issued and delivered the Notes and Warrants to the Purchasers; and each Purchaser shall have received a counterpart of this Agreement and of each of the other Purchaser Documents, duly executed by each party thereto.
Purchaser Documents. Seller shall have received, on or prior to the first Shipment Date hereunder, (i) the Note duly executed by the Purchaser and in full force and effect; and (ii) all other Conditional Sale Documents.
Purchaser Documents. The other Parties shall have received certified copies of (i) evidence that the execution, delivery and performance by the Purchaser of this Agreement and the other Program Documents to which it is a party and any other documents to be executed by or on behalf of the Purchaser in connection with the transactions contemplated hereby or thereby have been duly authorized, and (ii) an incumbency certificate of the Purchaser as to the person or persons authorized to execute and deliver all Program Documents to which the Purchaser is a party with specimen signatures of such persons acting on behalf of the Purchaser.
Purchaser Documents. Purchaser, AEC and/or any of their affiliates, as applicable, shall have signed and delivered to Seller the Purchaser Documents.
Purchaser Documents. At the Closing, the Purchaser shall execute and deliver the following documents:
5.4.1 The Xxxx of Sale, Assignment and Assumption Agreement;
5.4.2 The Transition Services Agreement;
5.4.3 The Subcontract Agreement, and
5.4.4 The Escrow Agreement.
Purchaser Documents. At the Closing, Purchaser will deliver to Seller a fully executed copy of this Agreement and the Purchase Price.
Purchaser Documents. On Closing, the Purchaser shall deliver or cause to be delivered to the Principal the following documents (the "Purchaser Documents"):
(a) the certified funds referred to in subsection 3.1(c)(i);
(b) Promissory Note duly executed by the Purchaser;
(c) Pledge Agreement duly executed by the Purchaser;
(d) Collateral Mortgage duly executed by the Filtran Entities (as appropriate);
(e) GSA duly executed by each Filtran Entity;
(f) personal undertaking to deliver an Assignment and/or Charge on the Lands located in the City of Ogdensburg subject to Permitted Encumbrances in a form mutually satisfactory to counsel for the Principal and for the Purchaser, acting reasonably, within 30 days of Closing, the form of such Charge to be drafted by counsel to the Principal and reviewed by counsel to Purchaser;
(g) copy of the escrow agreement contemplated in Article XII of this Agreement duly executed by the Purchaser;
(h) a legal opinion in respect of the Purchaser in the form contemplated in subsection 8.5(c) of this Agreement;
(i) a certificate of an authorized signing officer of the Purchaser attaching an incumbency certification of all officers and directors of the Purchaser; and
(j) all assurances, transfers, assignments and other documents as the Vendors' solicitors may consider reasonably necessary or desirable to validly and effectively complete the transactions contemplated herein.
