Common use of SEC DOCUMENTS; FINANCIAL CONDITION Clause in Contracts

SEC DOCUMENTS; FINANCIAL CONDITION. WCRF has made available to Apollo a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filings filed with the SEC by WCRF since July 11, 2008, and, prior to the Effective Time, WCRF will have furnished or made available to Apollo true and complete copies of any additional documents filed with the SEC by WCRF prior to the Effective Time (collectively, the “WCRF SEC Documents”). WCRF has timely filed all forms, statements and documents required to be filed by it with the SEC since July 11, 2008. In addition, WCRF has made available to Apollo all exhibits to the WCRF SEC Documents filed prior to the date hereof, and will promptly make available to Apollo all exhibits to any additional WCRF SEC Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the WCRF SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those that have expired in accordance with their terms, and neither WCRF nor any of its subsidiaries is in material default thereunder. As of their respective filing dates, the WCRF SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, and none of the WCRF SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed WCRF SEC Document. The financial statements of WCRF, including the notes thereto, included in the WCRF SEC Documents (the “WCRF Financial Statements”) were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-QSB, as permitted by Form 10-QSB of the SEC). The WCRF Financial Statements fairly present the financial condition and operating results of WCRF at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments).

Appears in 2 contracts

Samples: Merger Agreement (Wincroft Inc), Merger Agreement (Wincroft Inc)

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SEC DOCUMENTS; FINANCIAL CONDITION. WCRF FTWV has made available to Apollo Dahua a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filings filed with the SEC Securities and Exchange Commission (the “SEC”) by WCRF FTWV since July 11January 1, 2008, and, prior to the Effective Time, WCRF will have furnished or made available to Apollo true and complete copies of any additional documents filed with the SEC by WCRF prior to the Effective Time 2009 (collectively, the “WCRF FTWV SEC Documents”). WCRF has timely filed all forms, statements and documents required to be filed by it with the SEC since July 11, 2008. In addition, WCRF FTWV has made available to Apollo Dahua all exhibits to the WCRF FTWV SEC Documents filed prior to the date hereof, and will promptly make available to Apollo Dahua all exhibits to any additional WCRF FTWV SEC Documents filed prior to the Effective TimeClosing Date. All documents required to be filed as exhibits to the WCRF FTWV SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those that have expired in accordance with their terms, and neither WCRF FTWV nor any of its subsidiaries is in material default thereunder. As of their respective filing dates, the WCRF FTWV SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, and none of the WCRF FTWV SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed WCRF FTWV SEC Document. The financial statements of WCRFFTWV, including the notes thereto, included in the WCRF FTWV SEC Documents (the “WCRF FTWV Financial Statements”) were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-QSBQ, as permitted by Form 10-QSB Q of the SEC). The WCRF FTWV Financial Statements fairly present the financial condition and operating results of WCRF FTWV at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments).

Appears in 1 contract

Samples: Share Exchange Agreement (Fitwayvitamins, Inc.)

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SEC DOCUMENTS; FINANCIAL CONDITION. WCRF XXXX has made available to Apollo HGS a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filings filed with the SEC by WCRF XXXX since July 11January 1, 2008, and, prior to the Effective Time, WCRF will have furnished or made available to Apollo true and complete copies of any additional documents filed with the SEC by WCRF prior to the Effective Time 2008 (collectively, the “WCRF XXXX SEC Documents”). WCRF has timely filed all forms, statements and documents required to be filed by it with the SEC since July 11, 2008. In addition, WCRF XXXX has made available to Apollo HGS all exhibits to the WCRF XXXX SEC Documents filed prior to the date hereof, and will promptly make available to Apollo HGS all exhibits to any additional WCRF XXXX SEC Documents filed prior to the Effective TimeClosing Date. All documents required to be filed as exhibits to the WCRF XXXX SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those that have expired in accordance with their terms, and neither WCRF XXXX nor any of its subsidiaries is in material default thereunder. As of their respective filing dates, the WCRF XXXX SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, and none of the WCRF XXXX SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed WCRF XXXX SEC Document. The financial statements of WCRFXXXX, including the notes thereto, included in the WCRF XXXX SEC Documents (the “WCRF XXXX Financial Statements”) were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-QSBQ, as permitted by Form 10-QSB Q of the SEC). The WCRF XXXX Financial Statements fairly present the financial condition and operating results of WCRF XXXX at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments).

Appears in 1 contract

Samples: Share Exchange Agreement (China Agro Sciences Corp.)

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