SEC Documents; Parent Financial Statements Sample Clauses
The "SEC Documents; Parent Financial Statements" clause requires a party, typically the parent company in a transaction, to provide access to or disclosure of its filings with the Securities and Exchange Commission (SEC) and its financial statements. This often includes recent annual and quarterly reports, audited financial statements, and any other relevant filings that reflect the company's financial condition and compliance status. By mandating the sharing of these documents, the clause ensures transparency and allows the other party to assess the parent company's financial health and regulatory standing, thereby reducing informational asymmetry and supporting informed decision-making in the transaction.
SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the 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 document subsequently filed with the SEC. The financial statements of the Company, including the notes thereto, included in the SEC Documents (the "Financial Statements") 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 consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.
SEC Documents; Parent Financial Statements. True and complete copies of all reports or registration statements filed by Parent with the Securities and Exchange Commission (the "SEC") since November 1, 1997 are available to the Company on the SEC's web site at ▇▇▇.▇▇▇.▇▇▇, and Parent has made available to the stockholders true and complete copies of its Annual Report on Form 10-K for the fiscal year ended October 31, 2000, all Forms 8-K, if any, filed after the date of the last of the Form 10-K and its Proxy Statement relating to its 2001 Annual Meeting of Shareholders, which Form 10-K and Proxy Statement will be timely filed with the SEC (collectively, the "SEC Documents"). As of their respective filing dates, each of the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder. The financial statements of Parent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") 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 GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), were true and correct in all material respects as of their respective dates and present fairly, in accordance with GAAP, the consolidated financial condition of Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein). There has been no material change in Parent accounting policies except as described in the notes to the Parent Financial Statements.
SEC Documents; Parent Financial Statements. Parent has furnished or made available to HoldCo and Key Holders true and complete copies of all SEC Documents filed by it or its predecessors with the SEC, all in the form so filed. As of their respective filing dates, such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or, if filed after the date hereof, will comply in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of Parent, including the notes thereto (the “Parent Financial Statements”) comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly the consolidated financial position of Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, it being understood that such financial statements may be required to be restated from time to time.
SEC Documents; Parent Financial Statements. Parent has furnished NTC with a true and complete copy of all of its filings with the SEC (the "SEC Documents"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the 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 documents subsequently filed with the SEC. The SEC Documents contain an audited consolidated balance sheet of Parent as of December 31, 1999 (the "Parent Balance Sheet") and the related audited consolidated statements of income and cash flow for the year then ended (the "Parent Financials"). The Parent Financials have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other. The Parent Financials present fairly the consolidated financial condition and operating results and cash flows of Parent and its subsidiaries as of the dates and during the periods indicated therein. Since the date of the Parent Balance Sheet and until the date of this Agreement, there has not occurred any material adverse change in the business, assets or condition (financial or otherwise) of Parent and its subsidiaries, taken as a whole.
SEC Documents; Parent Financial Statements. Parent has furnished the Company with a true and complete copy of all of its Forms 10-K, ▇▇-▇, ▇-▇ ▇▇▇ed with the Securities and Exchange Commission (the "SEC") since December 31, 1995 (the "SEC Documents"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and none of the SEC Documents contained any untrue statement of 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 document subsequently filed with the SEC. The financial statements of Parent, including the notes thereto, included in the SEC Documents comply as to form in all -8- 16 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 consistently applied (except as may be indicated in the notes thereto) and present fairly the consolidated financial position of Parent at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments).
SEC Documents; Parent Financial Statements. Parent has furnished the Shareholder Representative with a true and complete copy of all of its filings with the Securities and Exchange Commission (the "SEC") of (i) its final prospectus dated June 21, 1996 in connection with its secondary public offering, (ii) its report on Form 10-K for the fiscal year ended November 30, 1995, (iii) its Annual Report to its shareholders covering the fiscal year ended November 30, 1995, (iv) its Proxy Statement to its shareholders dated April 22, 1996 and (v) its reports on Form 10-Q for the periods ended February 29, May 31, and August 31, 1996 (the "SEC Documents"). As of their
SEC Documents; Parent Financial Statements. Parent has filed all required reports, schedules, forms, statements and other documents with the SEC since November 9, 2009 (collectively, the "Parent SEC Documents”). The financial statements of Parent included in the Parent SEC Documents complied, when filed, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, normal and recurring year end audit adjustments and the absence of footnotes).
SEC Documents; Parent Financial Statements. Biometrics has filed with the Securities and Exchange Commission (the "SEC") all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act and the Exchange Act, and the respective rules and regulations thereunder, all of which complied
SEC Documents; Parent Financial Statements. Parent has furnished the Company with a true and complete copy of all of its filings with the Securities and Exchange Commission (the "SEC") since January 1, 1997 (the "SEC Documents"). Each of the SEC Documents when filed, was true and correct and did not omit to state any 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 in each case, except as superseded in any subsequent filings. The SEC Documents contain an audited consolidated balance sheet of Parent as of December 31, 1997 and the related audited consolidated statements of income and cash flow for the year then ended and Parent's unaudited consolidated balance sheet as of March 31, 1998 filed as an exhibit to Parent's Current Report 21
SEC Documents; Parent Financial Statements. Parent has furnished to each of the Partners true and complete copies of the SEC Documents. Since November 30, 1996, there has been no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or the results of consolidated operation of Parent and its subsidiaries. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Securities Exchange Act of 1934, as amended, as applicable and none of the 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 document subsequently filed with the SEC. The financial statements of Parent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and