Purchaser Reports. (a) Since January 1, 2002, each of Purchaser and the Purchaser Subsidiaries has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that were required to be filed since such date with (a) the SEC, (b) the OTS, (c) the FDIC, (d) any applicable state banking, insurance, securities, or other regulatory authorities (except filings which are not material), and (e) Nasdaq (collectively, the "Purchaser Reports"). Purchaser has previously made available to the Company true and complete copies of the Purchaser Reports requested by the Company. As of their respective filing dates, each of such reports and documents (after giving effect to any amendments thereto), including the financial statements, exhibits, and schedules thereto, complied in all material respects with the applicable provisions of the statutes, rules, and regulations enforced or promulgated by the authority with which they were filed and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Purchaser Reports. If for any reason Purchaser does not consummate the Closing (other than a default by Seller), then Purchaser shall, upon Seller’s request, assign and transfer to Seller all of its right, title and interest in and to any and all studies, reports, surveys and other information, data and/or documents relating to the MOB Property or any part thereof prepared for Purchaser by third parties, and shall deliver to Seller copies of all of the foregoing (such copies to be made at Seller’s expense). Purchaser’s delivery of such reports shall be without any representations or warranties whatsoever as to the matters set forth therein, and Seller shall not be entitled to rely on any such reports.
Purchaser Reports. The Annual Report to the Commission on Form 10-K for the fiscal year ended April 30, 1995 and all other reports of Purchaser filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year ended April 30, 1995 (collectively, the "Purchaser Reports") complied, when filed, as of the respective dates of their filing with the Commission, in all material respects with the rules and regulations of the Commission and did not, to Purchaser's Knowledge, 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.
Purchaser Reports. If for any reason Purchaser does not consummate the Closing (other than a default by Seller), then Purchaser shall, upon Seller’s request and at no cost to Seller, provide copies of any and all studies, reports, surveys and other information, data and/or documents relating to the Property or any part thereof prepared for Purchaser by third parties, subject to the right of such third party to consent to such delivery (provided that Purchaser shall make a reasonable, good faith effort to obtain such consent). Purchaser’s delivery of such reports shall be without any representations or warranties whatsoever as to the matters set forth therein, and Seller shall not be entitled to rely on any such reports. The provisions of this Section 12.15 shall survive termination of this Agreement.
Purchaser Reports. Purchaser has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents (including all exhibits, amendments and supplements thereto) required to be filed with, or furnished to, the SEC by Purchaser since December 31, 2005, and has previously made available to the Company true and complete copies of (i) the Annual Reports on Form 10-K for the fiscal years ended December 31, 2005, 2006 and 2007 filed by Purchaser with the SEC, (ii) information or proxy statements relating to all of Purchaser’s meetings of stockholders held or scheduled to be held since December 31, 2005, and (iii) each other registration statement, proxy or information statement, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed since December 31, 2007 by Purchaser with the SEC prior to the date hereof (all such documents, as amended or supplemented, including any information incorporated by reference therein, are referred to collectively as, the “Purchaser Reports”). Each of the audited financial statements and related schedules and notes thereto and unaudited interim financial statements of Purchaser contained in the Purchaser Reports (or incorporated therein by reference) (i) were or, in the case of the Purchaser Reports filed or furnished on or after the date hereof, will be prepared in accordance with GAAP (except in the case of interim unaudited financial statements) except as noted therein, and fairly present in all material respects the consolidated financial position of Purchaser and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject in the case of interim unaudited financial statements to normal year-end audit adjustments, and (ii) complied or, in the case of Purchaser Reports furnished or filed on or after the date hereof, will comply, as to form as of their respective dates in all material respects with applicable rules and regulations (including accounting requirements) of the SEC. As of their respective dates, each Purchaser Report was prepared in accordance with and complied (or, in the case of Purchaser Reports furnished or filed on or after the date hereof, will be prepared in accordance with and will comply) in all material respects with the requirements of Xxxxxxxx-Xxxxx, as applicable, and the rules and regulations of the SEC promulgated thereunder, and the Purchaser Reports (including all financial statements i...
Purchaser Reports. The Purchaser has previously made available to the Shareholder complete and accurate copies of its annual report for the year ended March 31, 2005 and its quarterly reports for the Purchaser's fiscal quarters ended June 30, 2005, September 30, 2005 and December 31, 2005, and any amendments to all such reports as filed with the SEC and its management information circular for the annual and special meeting of its shareholders dated September 22, 2005 (collectively, the "Purchaser Reports"). Except as disclosed in Schedule 7.9 hereto, as of their respective dates, the Purchaser Reports did not, at the time that they were filed (or if amended or superseded by a filing before the date of this Agreement, then on the date of such filing) 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 therein in the light of the circumstances under which they were made not misleading. Except as disclosed in Schedule 7.9 hereto, the financial statements of the Purchaser contained in the Purchaser Reports fairly present, in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby, in all material respects the financial condition of the Purchaser on a consolidated basis at the dates of such statements and the results of its operations and its cash flows for the periods covered thereby. Except as disclosed in Schedule 7.9 hereto, such financial statements consisting in each case of a balance sheet and the accompanying statements of income, retained earnings and changes in financial position for the period then ended and notes to such financial statements, together with the report of the auditors thereon are complete and accurate in all material respects.
Purchaser Reports. 45 6.8 Indebtedness............................................... 45 6.9
Purchaser Reports. The Purchaser has previously made available to each of the Shareholders complete and accurate copies of its annual financial statements for the year ended May 31, 2003, as filed with the SEC and its management information circular for the annual and special meeting of its shareholders dated November 17, 2003 (collectively, the "Purchaser Reports"). The Purchaser Reports did not contain any statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The financial statements of the Purchaser contained in the Purchaser Reports fairly present, in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby, in all material respects the financial condition of the Purchaser on a consolidated basis at the dates of such statements and the results of its operations and its cash flows for the periods covered thereby. Such financial statements consisting in each case of a balance sheet and the accompanying statements of income, retained earnings and changes in financial position for the period then ended and notes to such financial statements, together with the report of the auditors thereon are complete and accurate in all material respects.
Purchaser Reports. 45 6.8 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 6.9
Purchaser Reports. Together with each payment made to Seller pursuant to Section 1.4(c)(i), Purchaser shall deliver to Seller a written report stating in reasonable detail (i) the computation of the 10% interest paid to Seller including the gross amount of collections of the Accounts Receivable and the actual out-of pocket costs, if any, related to such collections, and (ii) the computation of all sums paid to Seller pursuant to Section 1.4(c)(i) including the gross amount of collections of the Accounts Receivable from and after the Closing Date and the actual out-of pocket costs, if any, related to such collections. Together with each payment made to Seller pursuant to Section 1.4(c)(ii), Purchaser shall deliver to Seller a written report stating in reasonable detail (x) the computation of the 10% interest paid to Seller including the gross amount of Inventory sold and the eMAC System Sales and Monitoring Revenue, and (y) the computation of all Payouts made to Seller pursuant to Section 1.4(c)(ii) including the gross amount of Inventory sold and eMAC System Sales and Monitoring from and after the Closing Date, as well as any adjustments made by Purchaser to the Payout amount in accordance with and subject to Sections 1.4(c)(v) and 1.4(c)(vi).
