Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 6 contracts

Samples: Share Exchange Agreement (BTHC X Inc), Share Exchange Agreement (SMSA El Paso II Acquisition Corp), Share Exchange Agreement (BTHC X Inc)

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SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Parent Company with the SEC since February 2, 1996 (the “Parent "Company SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form 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 the U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations 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 in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). (c) . Except as set forth in the Parent Filed Company SEC DocumentsDocuments (as defined in Section 3.08), as of the Parent date of this Agreement, neither the Company nor any Company Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent Company and its consolidated subsidiaries or in the notes theretothereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except for its agreement with Securities Transfer Corporation to act as disclosed in the Parent’s stock transfer agentFiled Company SEC Documents or in the Company Disclosure Letter, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities as of the Parent) due date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after the date hereof. All liabilities February 2, 1996 was, an affiliate of the Parent shall have been paid off and shall Company that are required to be disclosed in no event remain liabilities of the Parent, the Filed Company or the Shareholders following the ClosingSEC Documents.

Appears in 4 contracts

Samples: Merger Agreement (Penney J C Co Inc), Merger Agreement (Genovese Leonard), Merger Agreement (Genovese Drug Stores Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Parent Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Parent Company SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent Each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none Each of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with the U.S. United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in Neither the Parent SEC Documents, the Parent Company nor any Company Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent that, individually or in the notes thereto. Except for its agreement aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with Securities Transfer Corporation GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to act ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the Parent’s stock transfer agentchief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) Neither the Company nor any of the Company Subsidiaries is a party to, the Parent or has no financial any commitment to become a party to, any joint venture, off-balance sheet partnership or contractual obligations and liabilities any similar Contract (including any obligations Contract or arrangement relating to issue capital stock any transaction or other securities relationship between or among the Company and any of the ParentCompany Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) due after of Regulation S-K under the date hereof. All Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parentof, the Company or any of the Shareholders following Company Subsidiaries in the ClosingCompany’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Appears in 4 contracts

Samples: Merger Agreement (Ares Management LLC), Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed and made available to the Company true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 27, 1996 (the "Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations regula tions of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations 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 in accordance with the applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). (c) . Except as set forth in the Filed Parent SEC DocumentsDocuments (as defined in Section 4.08), as of the date of this Agreement neither Parent nor any Parent Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent and its consolidated subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation thereto which, individually or in the aggregate, could reasonably be expected to act as the Parent’s stock transfer agent, the have a Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingMaterial Adverse Effect.

Appears in 4 contracts

Samples: Merger Agreement (Penney J C Co Inc), Merger Agreement (Penney J C Co Inc), Merger Agreement (Genovese Drug Stores Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 1, 2011 pursuant to the Securities Act or the Exchange Act (collectively, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective effective date (in the case of Parent SEC Documents that are registrations statements filed pursuant to the Securities Act) and as of its respective filing datedate (in the case of all other Parent SEC Documents), each Parent SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments as of such respective dates (or, and did not contain if amended or superseded by a filing prior to the date hereof, then on the date of such filing) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (b) The audited consolidated financial statements and unaudited interim consolidated interim financial statements of the Parent included or incorporated by reference in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and (collectively, the published rules and regulations of the SEC with respect thereto, have been “Parent Financial Statements”) (i) were prepared in accordance with the U.S. generally accepted accounting principles books of account and other financial records of Parent and the Parent Subsidiaries, (“GAAP”ii) (except, present fairly in all material respects the case financial position of unaudited statements, Parent and its consolidated subsidiaries and the consolidated results of their operations and changes in cash flows as permitted by the rules and regulations of the SECdates thereof and for the periods covered thereby, (iii) were prepared in accordance with GAAP, applied on a consistent basis during the periods involved covered (except as may be indicated in the notes thereto) thereto and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments).) and (iv) meet the requirements of Regulation S-X. (c) Except as set forth reflected or reserved against on the most recent unaudited consolidated balance sheet of Parent included in the Parent Financial Statements filed with the SEC Documentsprior to the date hereof (together with the notes thereto, the Parent has no liabilities or obligations Balance Sheet”), Parent and the Parent Subsidiaries do not have any Liabilities of any nature other than Liabilities that (whether accrued, absolute, contingent or otherwisei) required by GAAP to be set forth on a balance sheet were incurred after the date of the Parent Balance Sheet in the ordinary course of business, (ii) are contemplated by or were incurred in connection with this Agreement, the other Transaction Documents or the Transactions or (iii) individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate, have not had and would not reasonably be expected to act as the Parent’s stock transfer agent, the have a Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingMaterial Adverse Effect.

Appears in 4 contracts

Samples: Transaction Agreement (Weyerhaeuser Real Estate Co), Transaction Agreement (Weyerhaeuser Co), Transaction Agreement (Weyerhaeuser Co)

SEC Documents; Undisclosed Liabilities. (a) The Parent has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the Parent SEC Documents when filed 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 theretoAccounting Rules, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). . Except (ci) Except as set forth reflected in the most recent financial statements contained in Parent SEC DocumentsDocuments or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or disclosed in the notes thereto. Except for its agreement financial statements prepared in accordance with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingGAAP.

Appears in 4 contracts

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

SEC Documents; Undisclosed Liabilities. The Company (aand its subsidiaries that were previously publicly traded) The Parent has have timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the “Parent Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents when filed 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. Except to the extent that information contained in any Parent Company SEC Document has been revised revised, updated or superseded supplemented by a later Parent filed Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form 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 theretothereto (the "Accounting Rules"), have been prepared in accordance with the U.S. generally accepted accounting principles ("GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). . Except (ci) Except as set forth reflected in the Parent most recent financial statements contained in the Company SEC DocumentsDocuments or in the notes thereto, (ii) for liabilities that have been incurred by the Parent Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing).

Appears in 4 contracts

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

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 1, 1994 (the “Parent "SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the 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. Except to the extent that information contained in any Parent SEC Document has been was revised or superseded by a later Parent filed SEC Document, none of the Parent SEC Documents contains contained any untrue statement of a material fact or omits omitted to state any 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. The consolidated financial statements of the Parent Company included in the Parent SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been thereto in effect at the time of the filing of the respective SEC Documents were prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations 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 presented the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Parent SEC DocumentsDocuments hereto, neither the Parent Company nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of the Parent Company and its consolidated subsidiaries or in the notes thereto. Except , except for its agreement liabilities and obligations incurred in the ordinary course of business consistent with Securities Transfer Corporation to act as past practice since the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities date of the Parent) due after most recent consolidated balance sheet included in the date hereof. All liabilities of SEC Documents which, individually or in the Parent shall aggregate, could not reasonably be expected to have been paid off and shall in no event remain liabilities of the Parent, the a Company or the Shareholders following the ClosingMaterial Adverse Effect.

Appears in 3 contracts

Samples: Merger Agreement (Duty Free International Inc), Merger Agreement (Baa PLC /Fi), Merger Agreement (Duty Free International Inc)

SEC Documents; Undisclosed Liabilities. (ai) The Parent DSW has filed or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents required to be filed by with the Parent SEC since January 1, 2008 (as such documents may have been amended or superseded through the date of this Agreement, the “DSW SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the “Parent SEC Documents”) pursuant to Sections 13(adate hereof, as of the date of such filing), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent DSW SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent DSW SEC DocumentDocuments, and did not contain none of the DSW SEC Documents when filed (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent DSW included in the Parent DSW SEC Documents comply complied as to form form, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) thereto (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) ), have been 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 theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Parent DSW and its consolidated subsidiaries Subsidiaries and the consolidated statements of operations, shareholders’ equity and cash flows of such companies as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (cii) Except as set forth for (A) those liabilities that are fully reflected or reserved for in the Parent consolidated financial statements of DSW included in its Quarterly Report on Form 10-Q for the fiscal quarter ended October 30, 2010, as filed with the SEC Documentsprior to the date of this Agreement (the “DSW Financial Statements”), (B) liabilities incurred since October 30, 2010 in the Parent has no ordinary course of business, (C) liabilities which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on DSW, (D) liabilities incurred pursuant to the transactions contemplated by this Agreement and (E) liabilities or obligations discharged or paid in full prior to the date of this Agreement in the ordinary course of business, DSW and its Subsidiaries do not have (except as permitted by Section 4.2), any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whatsoever required by GAAP generally accepted accounting principles to be set forth on a reflected or reserved against in the consolidated balance sheet of the Parent DSW and its Subsidiaries (or disclosed in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closingsuch balance sheet).

Appears in 3 contracts

Samples: Merger Agreement (DSW Inc.), Merger Agreement (Retail Ventures Inc), Merger Agreement (Retail Ventures Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents as required to be filed by the U.S. Securities and Exchange Commission (the “SEC”) and Parent has delivered or made available to MamaMancini’s all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each . The Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentdocuments, and did not contain none of the Parent SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to MamaMancini’s prior to the date of this Agreement), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or 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. The consolidated financial statements of the Parent included in the such Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Parent’s independent accountants). (c) . Except as set forth in the Parent SEC Documents, at the date of the most recent audited financial statements of Parent included in the Parent SEC Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has no incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a Material Adverse Effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 3 contracts

Samples: Acquisition Agreement (MamaMancini's Holdings, Inc.), Acquisition Agreement (Mascot Properties, Inc.), Acquisition Agreement (Mascot Properties, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Company with the SEC (the “Parent Company SEC Documents”) pursuant since January 1, 2021 and prior to Sections 13(a), 14(a) and 15(d) the date of the Exchange Act. (b) this Agreement. As of its respective filing date, each Parent Company SEC Document complied in all material respects with the requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, 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 the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (b) The consolidated financial statements of the Parent included in Company filed with the Parent Company SEC Documents (the “Company Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Company Financial Statements fairly present the financial condition and the results of operations, cash flows and changes in stockholders’ equity of the Company as of the respective dates of and for the periods referred to in the Company Financial Statements, all in accordance with GAAP. The Company Financial Statements: (i) have been prepared from the books and records of the Company in accordance with GAAP consistently applied during the U.S. generally accepted accounting principles periods covered thereby (“GAAP”) (exceptexcept as otherwise disclosed therein and, in the case of unaudited statements, interim financial statements as may be permitted by the rules SEC for Quarterly Reports on Form 10-Q); (ii) are complete and regulations correct in all material respects; and (iii) fairly present in all material respects the financial condition and the results of operations, cash flows and changes in stockholders’ equity of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Company as of the respective dates thereof of and the consolidated results of their operations and cash flows for the periods shown (subject, referred to in the case Company Financial Statements. The books and records of unaudited statementsthe Company are true and complete in all material respects, to normal year-end audit adjustments)have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described. (c) Except as set forth in the Parent SEC Documents, the Parent The Company has no liabilities or obligations of any a nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth reflected on a balance sheet of the Parent Company or in the notes thereto. Except for its agreement , except (i) as disclosed, reflected or reserved against in the most recent balance sheet included in the Company Financial Statements or the notes thereto, (ii) arising pursuant to this Agreement or the Ancillary Agreements or incurred in connection with Securities Transfer Corporation the Transactions, or (iii) fees and expenses payable to act as any accountant, outside legal counsel or financial advisor which are incurred in connection with the Parent’s stock transfer agent, negotiation of this Agreement or the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities consummation of the Parent) due Transactions. This representation shall not be deemed breached as a result of changes in GAAP or in Law after the date hereof. All liabilities . (d) The Company maintains, and at all times since June 5, 2020, has maintained, a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Parent shall have been paid off and shall in no event remain liabilities assets of the ParentCompany; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) for the year ended December 31, 2022, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. (e) The Company maintains, and at all times since June 5, 2020, has maintained disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed (both financial and non-financial) in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the Nasdaq. (g) Except for matters resolved prior to the date hereof, since June 5, 2020, (i) none of the Company or any of its directors or officers, nor, to the Shareholders following Knowledge of the ClosingCompany, any of its employees, auditors, accountants or other Representatives has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practice, except as would not, individually or in the aggregate, reasonably be expected to be material to the preparation or accuracy of the Company’s financial statements and (ii) the Company has not had any “material weakness” or “significant deficiency” that has not been resolved to the satisfaction of the Company’s auditors. (h) The Company is not a party to, and has no commitment to become a party to: (i) any joint venture, off-balance sheet partnership, or any similar Contract or arrangement (including any such Contract or arrangement relating to any such transaction or relationship between or among the Company, on the one hand, and any other Person, including any structured finance, special purpose, or limited purpose Person, on the other hand); or (ii) any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (i) Since June 5, 2020: (i) neither the Company nor any director or officer of the Company has received any oral or written complaint, allegation, assertion, or claim regarding the financial accounting, internal accounting controls, or auditing practices, procedures, methodologies, or methods of the Company or any oral or written complaint, allegation, assertion, or claim from employees of the Company regarding questionable financial accounting or auditing matters with respect to the Company; and (ii) no attorney representing the Company, whether or not employed by the Company, has reported credible evidence of any material violation of securities Laws, breach of fiduciary duty, or similar material violation by the Company or any of its officers, directors, employees, or agents to the Company Board or any committee thereof, or to the chief executive officer, chief financial officer, or general counsel of the Company.

Appears in 3 contracts

Samples: Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Applied Molecular Transport Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents since July 25, schedules2008, formspursuant to Sections 13 and 15 of the Exchange Act, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 3 contracts

Samples: Share Exchange Agreement (World Surveillance Group Inc.), Share Exchange Agreement (World Surveillance Group Inc.), Share Exchange Agreement (Drone Aviation Holding Corp.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Gotham has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) SEC, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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 misleadingReport. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Gotham included in the Parent SEC Documents Reports comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Gotham as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsReports, the Parent Gotham has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a balance sheet of the Parent Gotham or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentsecurities) due after the date hereof. All liabilities of the Parent Gotham shall have been paid off and shall in no event remain liabilities of the ParentGotham, the Company Oxys or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Gotham Capital Holdings, Inc.), Securities Exchange Agreement (IIOT-OXYS, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents pursuant to Sections 13 and 15 of the Exchange Act, schedules, forms, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (Fresh Start Private Management, Inc.), Share Exchange Agreement (Fresh Start Private Management, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent CYIX has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) since May 11, 2009, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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 misleadingReport. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent CYIX included in the Parent SEC Documents Reports comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent CYIX and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsReports, the Parent CYIX has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a balance sheet of the Parent CYIX or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentsecurities) due after the date hereof. All liabilities of the Parent CYIX shall have been paid off and shall in no event remain liabilities of the ParentCYIX, the Company Goldenway or the Shareholders Shareholder following the Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (Goldenway, Inc.), Share Exchange Agreement (Cyber Informatix, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by the Parent Company with the SEC under the Securities Act or the Exchange Act since October 1, 2009 (the “Parent Company SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) . None of the Exchange ActCompany Subsidiaries is required to make any filings with the SEC. (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (c) The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by the Company’s accountants with respect thereto (the “Company Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Company Financial Statements fairly present, have been prepared in all material respects the financial condition and the results of operations, cash flows and changes in stockholders’ equity of the Company (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company Financial Statements, all in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (otherwise noted therein), subject, in the case of unaudited statementsinterim Company Financial Statements, to normal year-end audit adjustments)adjustments and the absence of notes. The books and records of the Company and the Company Subsidiaries, all of which have been made available to Parent before the date hereof, are true and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company or the applicable Company Subsidiary. No financial statements of any Person other than the Company and the Company Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. Except as required by GAAP, the Company has not, between September 30, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on September 30, 2009. (cd) Except The Company is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “Xxxxxxxx-Xxxxx Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Company SEC Documents and all written responses of the Company thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and, to the Knowledge of the Company, none of the Company SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of the Company, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of the Company. (f) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as set forth such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the Parent reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC DocumentsDocument that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the Parent has effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on the Company’s management’s most recently completed evaluation of the Company’s internal control over financial reporting prior to the date of this Agreement, (i) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) the Company does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (g) The Company and the Company Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) that would reasonably be expected to have, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent individually or in the aggregate, a Company Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Company Financial Statements or the notes thereto. Except , (ii) for its agreement with Securities Transfer Corporation to act as liabilities and obligations incurred in the Parent’s stock transfer agent, Ordinary Course of Business since the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities date of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall most recent audited balance sheet included in no event remain liabilities of the Parent, the Company Financial Statements and not in violation hereof and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Shareholders following the ClosingTransactions.

Appears in 2 contracts

Samples: Merger Agreement (Aon Corp), Merger Agreement (Hewitt Associates Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent UCP has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) since September 12, 2012 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport, and 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. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent UCP included in the Parent SEC Documents Reports comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent UCP and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (Ucp Holdings, Inc.), Share Exchange Agreement (Ucp Holdings, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed filed, in a timely manner, all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) since March 28, 2008 pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange ActAct (“Parent SEC Documents”). (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDocuments or the Parent Financial Statements, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof the Parent has total liabilities of the Parent less than $25,000, all of which liabilities shall have been be paid off at or prior to the Initial Closing and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (Fero Industries, Inc.), Share Exchange Agreement (Fero Industries, Inc.)

SEC Documents; Undisclosed Liabilities. (ai) The Parent BBLU has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent BBLU with the SEC (the “Parent SEC Documents”) since October 30, 2009, pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange ActAct (the "BBLU SEC Documents"). (bii) As of its respective filing date, each Parent BBLU SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent BBLU SEC DocumentDocuments, and 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. Except to the extent that information contained in any Parent BBLU SEC Document Documents has been revised or superseded by a later Parent filed BBLU SEC DocumentDocuments, none of the Parent BBLU SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent BBLU included in the Parent BBLU SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial financial. position of the Parent BBLU and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (ciii) Except as set forth in the Parent Filed BBLU SEC Documents, the Parent BBLU has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent BBLU or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Merger Agreement (Blue Earth, Inc.), Merger Agreement (Blue Earth, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Pubco has timely filed all reports, schedules, forms, statements and other documents as required to be filed by the Parent Securities and Exchange Commission (the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Pubco SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Pubco SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC Document, and 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 misleadingDocuments. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or 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. The consolidated financial statements of the Parent Pubco included in the Parent such Pubco SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Pubco’s independent accountants). (c) . Except as set forth in the Parent Pubco SEC Documents, at the Parent date of the most recent audited financial statements of Pubco included in the Pubco SEC Documents, Pubco has no not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a material adverse effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingPubco.

Appears in 2 contracts

Samples: Asset Purchase Agreement (XcelMobility Inc.), Stock Purchase Agreement (XcelMobility Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has for the last twenty-four (24) months timely filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC SEC, pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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 thereinand, in light of the circumstances under which they were made, not misleading. Except except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains did not contain any untrue statement of a material fact or omits omit to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). None of the Parent’s filings with the SEC is the subject of an ongoing SEC review, or to the Parent’s knowledge, inquiry or investigation, and there are no outstanding or unresolved SEC comments related to such filings. (c) Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no SEC Documents set forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All Except as disclosed in the Parent SEC Documents, as of the date of Closing, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (Novint Technologies Inc), Share Exchange Agreement (Novint Technologies Inc)

SEC Documents; Undisclosed Liabilities. (ai) The Parent US BioEnergy has filed (or, where permitted, furnished) all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) by the Parent US BioEnergy or any of its Subsidiaries with the SEC since December 1, 2006 (such documents, together with any documents filed during such period by US BioEnergy with the SEC on a voluntary basis on Current Reports on Form 8-K, collectively, the “Parent US BioEnergy SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the US BioEnergy SEC Document Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and SOX, in each case to the rules and regulations of the SEC promulgated thereunder extent applicable to such Parent US BioEnergy SEC DocumentDocuments, and did not contain none of the US BioEnergy SEC Documents when filed (and, in the case of any registration statement under the Securities Act, at the time it was declared effective) 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. Except to the extent that information contained in any Parent US BioEnergy SEC Document has been revised revised, amended, supplemented or superseded by a later Parent filed US BioEnergy SEC Document, none of the Parent US BioEnergy SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent US BioEnergy included in the Parent US BioEnergy SEC Documents comply as to form 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 theretothereto (the “Accounting Rules”), have been prepared in accordance with the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules Form 10-Q and regulations Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent US BioEnergy and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and the absence of footnotes, if applicable). . Except for liabilities and obligations (ci) Except as set forth reflected or reserved against in the Parent most recent balance sheet (or described in the notes thereto) of US BioEnergy included in the US BioEnergy Filed SEC Documents, (ii) incurred in connection with this Agreement or the Parent VeraSun Shareholders Agreement or the transactions contemplated by this Agreement or the VeraSun Shareholders Agreement or (iii) incurred since September 30, 2007, in the ordinary course of business, neither US BioEnergy nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent that, individually or in the notes theretoaggregate, have had or are reasonably likely to have a Material Adverse Effect on US BioEnergy. (ii) Each of the principal executive officer of US BioEnergy and the principal financial officer of US BioEnergy (or each former principal executive officer of US BioEnergy and each former principal financial officer of US BioEnergy, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to US BioEnergy SEC Documents, and the statements contained in such certifications are true and accurate. Except for For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither US BioEnergy nor any of its agreement Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iii) US BioEnergy’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by US BioEnergy in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to US BioEnergy’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of US BioEnergy required under the Exchange Act with Securities Transfer Corporation respect to act as such reports. Prior to the Parentdate of this Agreement, US BioEnergy’s stock transfer agentoutside auditors and the audit committee of the Board of Directors of US BioEnergy have not been advised of (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which could reasonably be expected to adversely affect US BioEnergy’s ability to record, the Parent has no process, summarize and report financial information or contractual obligations and liabilities (including B) any obligations to issue capital stock fraud, whether or not material, that involves management or other securities employees who have a significant role in US BioEnergy’s internal control over financial reporting. Since December 31, 2006, any material change in internal control over financial reporting required to be disclosed in any US BioEnergy SEC Document has been so disclosed. (iv) None of US BioEnergy’s Subsidiaries is, or has at any time since December 1, 2006, been, subject to the reporting requirements of Sections 13(a) or 15(d) of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingExchange Act.

Appears in 2 contracts

Samples: Merger Agreement (US BioEnergy CORP), Merger Agreement (Verasun Energy Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Deerfield has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) since December 26, 2006, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the "SEC Reports"). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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 misleadingReport. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Deerfield included in the Parent SEC Documents Reports comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Deerfield and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsReports, the Parent Deerfield has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a balance sheet of the Parent Deerfield or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentsecurities) due after the date hereof. All liabilities of the Parent Deerfield shall have been paid off and shall in no event remain liabilities of the ParentDeerfield, the Company Leading Asia or the Shareholders Shareholder following the Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (China TMK Battery Systems Inc.), Share Exchange Agreement (Deerfield Resources, Ltd.)

SEC Documents; Undisclosed Liabilities. (a) The Parent 4.6.1 For all periods subsequent to May 2, 2008, FPM has filed all reports, schedules, forms, statements and other documents as required to be filed by the Parent SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and FPM has delivered or made available to FPI all reports, schedules, forms, statements and other documents filed with or furnished to the SEC during such period (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent FPM SEC Documents”) pursuant ). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to Sections 13(a)the date hereof, 14(a) and 15(d) then as of the Exchange Act. (bdate of such amendment, supplement or superseding filing) As of its respective filing date, each Parent the FPM SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent FPM SEC DocumentDocuments, and did not contain none of the FPM SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent FPM included in the Parent such FPM SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board and fairly and accurately present the consolidated financial position of the Parent and its consolidated subsidiaries FPM as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by FPM’s independent accountants, which are not expected to have a material adverse effect on FPM and its business). (c) 4.6.2 Except as set forth in the Parent FPM SEC Documents, at the Parent date of the most recent financial statements of FPM included in the FPM SEC Documents, FPM did not have, and since such date FPM has no not incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a except for liabilities and obligations that have been incurred since the date of the most recent balance sheet included in the FPM Financial Statements in the ordinary course of the Parent business and are not (singly or in the notes thereto. Except for aggregate) material to FPM’s business, all of which are listed on the FPM Disclosure Schedule. 4.6.3 The FPM SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither FPM nor any of its agreement officers has received any notice from the SEC or any other Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. 4.6.4 FPM is in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act of 2002, and the provisions of the Exchange Act and the Securities Transfer Corporation to act as Act relating thereto which under the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities terms of such provisions (including any obligations the dates by which such compliance is required) have become applicable to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingFPM.

Appears in 2 contracts

Samples: Merger Agreement (Fluoropharma Medical, Inc.), Merger Agreement (Fluoropharma Medical, Inc.)

SEC Documents; Undisclosed Liabilities. (ai) The Parent VeraSun has filed (or, where permitted, furnished) all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Exchange Act or SOX by the Parent VeraSun or any of its Subsidiaries with the SEC since June 1, 2006 (such documents, together with any documents filed during such period by VeraSun with the SEC on a voluntary basis on Current Reports on Form 8-K, collectively, the “Parent VeraSun SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the VeraSun SEC Document Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and SOX, in each case to the rules and regulations of the SEC promulgated thereunder extent applicable to such Parent VeraSun SEC DocumentDocuments, and did not contain none of the VeraSun SEC Documents when filed (and, in the case of any registration statement under the Securities Act, at the time it was declared effective) 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. Except to the extent that information contained in any Parent VeraSun SEC Document has been revised revised, amended, supplemented or superseded by a later Parent filed VeraSun SEC Document, none of the Parent VeraSun SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent VeraSun included in the Parent VeraSun SEC Documents comply as to form 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 theretoAccounting Rules, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules Form 10-Q and regulations Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent VeraSun and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and the absence of footnotes if applicable). . Except for liabilities and obligations (ci) Except as set forth reflected or reserved against in the Parent most recent balance sheet (or described in the notes thereto) of VeraSun included in the VeraSun Filed SEC Documents, (ii) incurred in connection with this Agreement or the Parent US BioEnergy Shareholders Agreement or the transactions contemplated by this Agreement or the US BioEnergy Shareholders Agreement or (iii) incurred since September 30, 2007, in the ordinary course of business, neither VeraSun nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent that, individually or in the notes theretoaggregate, have had or are reasonably likely to have a Material Adverse Effect on VeraSun. (ii) Each of the principal executive officer of VeraSun and the principal financial officer of VeraSun (or each former principal executive officer of VeraSun and each former principal financial officer of VeraSun, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to VeraSun SEC Documents, and the statements contained in such certifications are true and accurate. Except for For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither VeraSun nor any of its agreement Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iii) VeraSun’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by VeraSun in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to VeraSun’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of VeraSun required under the Exchange Act with Securities Transfer Corporation respect to act as such reports. Prior to the Parentdate of this Agreement, VeraSun’s stock transfer agentoutside auditors and the audit committee of the Board of Directors of VeraSun have not been advised of (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which could reasonably be expected to adversely affect VeraSun’s ability to record, the Parent has no process, summarize and report financial information or contractual obligations and liabilities (including B) any obligations to issue capital stock fraud, whether or not material, that involves management or other securities employees who have a significant role in VeraSun’s internal control over financial reporting. Since December 31, 2006, any material change in internal control over financial reporting required to be disclosed in any VeraSun SEC Document has been so disclosed. (iv) None of VeraSun’s Subsidiaries is, or has at any time since June 1, 2006, been, subject to the reporting requirements of Sections 13(a) or 15(d) of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingExchange Act.

Appears in 2 contracts

Samples: Merger Agreement (Verasun Energy Corp), Merger Agreement (US BioEnergy CORP)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) Documents since October 31, 2009 pursuant to Sections 13(a), 14(a) 13 and 15(d) 15 of the Exchange Act, as applicable. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no 10 event remain liabilities of the Parent, the Company or the Shareholders following the Closing. The Parent shall take all actions necessary to effect the foregoing, including but not limited to, finalizing any pay-off letters and releases relating to the liabilities of the Parent such that the Parent, the Company or the Shareholders shall have no liabilities at Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (Bearhunt Investments, Inc.), Share Exchange Agreement (Sombrio Capital Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Company with the SEC since December 31, 2002 (together with all information incorporated therein by reference, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), in each case, applicable to such Parent SEC Document, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit to state omitted 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. Except to the extent that information contained in any Parent SEC Document has been duly revised or superseded by a later Parent later-filed SEC Document filed and publicly available prior to March 9, 2005 (a “Filed SEC Document”), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The As of their respective dates of filing with the SEC, the consolidated financial statements (including the related notes) of the Parent Company included in the Parent SEC Documents comply complied as to form 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 the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations 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 ). Such consolidated financial statements fairly present the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subjectthen ended. None of the Company Subsidiaries is, in or has at any time been, subject to the case reporting requirements of unaudited statements, to normal year-end audit adjustments)Section 13(a) or 15(d) of the Exchange Act. (cb) Except as set forth on the face of, or expressly identified in the Parent notes to, the most recent balance sheet of the Company included in the Filed SEC Documents, neither the Parent Company nor any Company Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by under GAAP to be set forth on a such balance sheet of the Parent or in such notes thereto that individually or in the notes thereto. Except for aggregate have had or would reasonably be expected to have a Company Material Adverse Effect. (c) Each of the Company and its agreement senior financial officers has consulted with Securities Transfer Corporation the Company’s independent auditors and with the Company’s outside counsel with respect to, and (to act as the Parent’s stock transfer agentextent applicable to the Company) is familiar in all material respects with, the Parent requirements of SOX as in existence as of February 28, 2005. The Company is, and has no been, in compliance in all material respects with the provisions of SOX applicable to it. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or contractual obligations 15d-14 under the Exchange Act and liabilities Sections 302 and 906 of SOX with respect to the SEC Documents, and the statements contained in such certifications are accurate in all material respects as of February 28, 2005. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any Company Subsidiary has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Neither the Company nor Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any obligations Contract relating to issue capital stock any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other securities hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Parent) due after SEC)), where the date hereof. All result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parentof, the Company or any Company Subsidiary in the Shareholders following Company’s or such Company Subsidiary’s published financial statements or other SEC Documents. (f) The books, records and accounts of the ClosingCompany, all of which have been made available to Parent upon Parent’s request, are complete and correct in all material respects. (g) The Company’s system of internal controls over financial reporting are reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of December 31, 2004 (nor has any such deficiency or weakness since been identified) and, to management’s knowledge and belief, the Company’s external auditors are in a position to deliver an attestation without qualification of management’s internal control report to be included in the Company’s Form 10-K filing for the period ended December 31, 2004. (h) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (i) Since February 28, 2005, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact or circumstance that is reasonably likely to result in a substantial change to the Company’s internal controls over financial reporting. (j) Since the date of the most recent Filed SEC Report, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “material weakness” in the Company’s internal controls over financial reporting. (k) The audit committee of the Board of Directors of the Company includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (l) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics.

Appears in 2 contracts

Samples: Merger Agreement (Retek Inc), Merger Agreement (Ruby Merger Corp.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since December 31, 2001 (the "Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each the Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations none of the Parent SEC promulgated thereunder applicable to such Documents when filed (and if amended or superseded in a Parent Filed SEC Document, and did not contain then on the date of such filing) 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. Except to the extent that information contained in any a Parent SEC Document has been revised or superseded by in a later Parent Filed SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (b) The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 theretoAccounting Rules, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations 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 in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal non-material recurring year-end audit adjustments). (c) Except (i) as set forth reflected in the financial statements included in the Parent SEC DocumentsDocuments or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the Transactions, neither the Parent nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate, would reasonably be expected to act as have a Material Adverse Effect on the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Merger Agreement (Electronics for Imaging Inc), Merger Agreement (Printcafe Software Inc)

SEC Documents; Undisclosed Liabilities. (ai) The Parent Company has filed and will file, on a timely basis, all reports, schedules, forms, registration statements and other documents required to be filed by with the Parent SEC since January 1, 1999 (collectively, the "Company SEC Documents"). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the “Parent SEC Documents”) pursuant to Sections 13(adate hereof, as of the date of such filing), 14(a) the Company SEC Documents complied and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied will comply in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, and did not none of the Company SEC Documents when filed contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied in writing by Parent or Merger Subsidiary for inclusion or incorporation by reference in any Company SEC Document filed after the date hereof. Company and its Subsidiaries are not engaged in any material business or activity which is not described in the Company SEC Documents filed prior to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none date of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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 misleadingthis Agreement. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents complied and will comply as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been and will be prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules Form 10-Q and regulations Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present and will fairly present in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries and their consolidated results of operations, changes in stockholders' equity and cash flows as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments)shown. (cii) Except as set forth for (A) those liabilities that are fully reflected or reserved for in the Parent SEC Documentsconsolidated balance sheet of Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2001, and (B) liabilities incurred since September 30, 2001 in the Parent ordinary course of business consistent with past practice, at September 30, 2001 Company did not have, and since such date Company has no not incurred, any material liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise) otherwise and whether or not required by GAAP to be set forth on a balance sheet of the Parent or reflected in the notes thereto. Except for its agreement Company's financial statements in accordance with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingGAAP).

Appears in 2 contracts

Samples: Merger Agreement (Hoenig Group Inc), Merger Agreement (Investment Technology Group Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed or furnished, as applicable, on a timely basis, with the SEC all reports, schedules, forms, statements and other documents required to be filed or furnished by the Parent Company with the SEC pursuant to the Securities Act or the Exchange Act since October 7, 2021 (the reports, schedules, forms, statements and other documents filed or furnished to the SEC since October 7, 2021 and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, collectively, the Parent Company SEC Documents”) ). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to Sections 13(athe requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act and Act, as the rules and regulations of the SEC promulgated thereunder case may be, applicable to such Parent Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (b) The consolidated financial statements of the Parent Company (including all related notes or schedules) included or incorporated by reference in the Parent Company SEC Documents, as of their respective dates of filing with the SEC (or, if such Company SEC Documents comply were amended prior to the date hereof, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or restated therein), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes theretothereto or (ii) as permitted by Regulation S-X) and fairly present in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited quarterly financial statements, to normal year-end audit adjustments). (c) Except as set forth Neither the Company nor any Company Subsidiary has any liabilities of a type required to be disclosed in the Parent liabilities column of a balance sheet prepared in accordance with GAAP, except liabilities (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Company as of the Balance Sheet Date included in the Filed Company SEC Documents, (ii) incurred after the Parent has no liabilities Balance Sheet Date in the ordinary course of business consistent with past practice, (iii) as contemplated by this Agreement or obligations of any nature otherwise incurred in connection with the Transactions or (whether accruediv) that, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent individually or in the notes theretoaggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities As of the Parent) due after the date hereof. All liabilities , neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Parent shall Company’s internal controls over financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated, or any fraud, whether or not material, that involves management or other employees who have been paid off and shall a significant role in no event remain liabilities the Company’s internal controls over financial reporting. (e) As of the Parentdate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company or SEC Documents and, to the Shareholders following Company’s Knowledge, none of the ClosingCompany SEC Documents is the subject of an ongoing SEC review. The Company has made available to Parent correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company, on the other hand, since October 7, 2021, other than correspondence which has been publicly filed as correspondence in the Electronic Data Gathering, Analysis, and Retrieval system of the SEC. (f) The Company is in compliance in all material respects with all listing requirements of Nasdaq.

Appears in 2 contracts

Samples: Merger Agreement (Berkeley Lights, Inc.), Merger Agreement (IsoPlexis Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Seller has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including without limitation all exhibits thereto) with the SEC Securities and Exchange Commission (the “Parent "SEC") since January 1, 1996 (together with Seller's Annual Report on Form 10-K for the year ended December 31, 1998 in the form previously delivered to the Surviving Company, the "Seller SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent Seller SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Seller SEC DocumentDocuments, and did not contain none of Seller SEC Documents when filed 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. Except . (b) The consolidated balance sheets and the related consolidated statements of operations, shareholders' equity and changes in financial position (including, without limitation, the notes and schedules thereto) of Seller and its consolidated subsidiaries to be included in Seller's Annual Report on Form 10-K for the year ended December 31, 1998 in the form previously delivered to the extent that information contained Surviving Company (the "Seller Financial Statements") or in any Parent other SEC Document has been revised or superseded by a later Parent SEC Document, none covering periods subsequent to the date of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents Seller Financial Statements comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SECUnited States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent Seller and its consolidated subsidiaries as of the dates date thereof and the consolidated results of their operations and cash flows for the periods shown (then ended, subject, in the case of any unaudited consolidated interim financial statements, to normal year-end audit adjustments), and the fact that such interim financial statements were prepared in accordance with the rules and regulations of the SEC and, therefore, certain information required by GAAP may have been omitted. (c) Except as set forth in the Parent Seller Financial Statements, reflected on financial statements contained in Seller SEC DocumentsDocuments and covering periods subsequent to the date of the Seller Financial Statements, or as otherwise set forth in the Parent Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries has no any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth recognized or disclosed on a consolidated balance sheet of the Parent Seller and its consolidated subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as , other than liabilities and obligations incurred in the Parent’s stock transfer agent, ordinary course of business since the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities date of the Parent) due after the date hereof. All liabilities of the Parent shall Seller Financial Statements that would not reasonably be expected to have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closinga Material Adverse Effect on Seller.

Appears in 2 contracts

Samples: Reorganization Agreement (Lauder Ronald S), Reorganization Agreement (Central European Media Enterprises LTD)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed and furnished, on a timely basis, all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) or furnished pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct by the Company with the SEC since January 1, 2015 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the date of their filing, the “Company SEC Documents”). (i) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff and (ii) none of the subsidiaries of the Company is, or at any time since January 1, 2015, has been subject to the reporting requirements of Section 13a or 15d of the Exchange Act or otherwise required to file any periodic reports, schedules, proxy statements or other documents with the SEC. (b) As of its their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing datedates (in the case of all other Company SEC Documents), each Parent Company SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date of this Agreement, 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. Except misleading (provided that the Company makes no representation or warranty with respect to the extent that information contained furnished in writing by Parent or Merger Sub specifically for inclusion or use in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. such document). (c) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Parent Company included in the Parent Company SEC Documents comply when filed (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present presented in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (cd) Except as set forth reflected or reserved against in the Parent consolidated balance sheet of the Company, as of December 31, 2016, or the notes thereto, included in the Company SEC DocumentsDocuments (such balance sheet and the notes thereto, the Parent has no liabilities “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Parent Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (e) The Company has established and maintains, and has, since January 1, 2015 maintained, disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) in all material respects in compliance with the requirements of Rule 13a-15 under the Exchange Act. Except for its agreement The Company has established and maintains a system of internal accounting controls intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with Securities Transfer Corporation GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to act as permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the ParentCompany and the Company Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s stock transfer agentmanagement and the Company Board; and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and the Company Subsidiaries. Since January 1, 2015, the Parent has no Company’s auditors and the Company Board have not identified or been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or contractual obligations and liabilities (including ii) any obligations to issue capital stock fraud, whether or not material, that involves management or other securities employees who have a significant role in the Company’s internal control over financial reporting or in the preparation of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closingfinancial statements.

Appears in 2 contracts

Samples: Merger Agreement (Avantor, Inc.), Merger Agreement (VWR Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed or furnished (as applicable) all reportsParent SEC Documents for the prior two (2) fiscal years, schedulespursuant to Sections 13 and 15 of the Exchange Act or Section 5 of the Securities Act, formsas applicable, statements and applicable regulations promulgated thereunder and together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents required to be filed by the Parent with the SEC (SEC, together will all amendments thereto and including all exhibits and schedules thereto and documents incorporated by reference therein collectively the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, or in the case of Parent SEC Documents that are registration statements filed pursuant to the Securities Act, as of their respective effective dates, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents Documents: (i) have been prepared from and in accordance with, and accurately reflect, the books and records of Parent and its Subsidiaries in all material respects; (ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (iii) have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as may be indicated in the notes thereto or, for normal and recurring year-end adjustments as may be permitted by the rules and regulations of the SECSEC on Form 10-Q or Form 8-K or any successor or like form) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and (iv) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDocuments or the Parent Disclosure Schedule, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no SEC Documents set forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities . (d) There are no “off balance sheet arrangements,” as defined in Item 303 of Regulation S-K under the Securities Act, to which Parent or any Subsidiary of the Company is a party. (e) The Parent shall have been paid off Disclosure Schedule describes all outstanding payables and shall the aging of such payables. (f) Except for outstanding payables listed in the Parent Disclosure Schedule Parent has no event remain liabilities Indebtedness as of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Merger Agreement (Spiral Energy Tech., Inc.), Merger Agreement (Fuse Science, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents, schedulespursuant to Sections 13 and 15 of the Exchange Act, forms, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(aexcept (as reflected in Exhibit A attached hereto) Form 10-K for the fiscal year ending December 31, 2014 and Forms 10-Q for the periods ending March 31, 2015 and June 30, 2015 (“Delinquent Filings”), 14(a) and 15(d) . Within 90 days of the Exchange ActClosing of this Agreement, the Parent will file the Delinquent Filings. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDisclosure Schedule, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (Discount Coupons Corp), Share Exchange Agreement (Discount Coupons Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all reportsCompany SEC Documents for the prior two years, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) 13 and 15(d) 15 of the Exchange Act, as applicable. (b) As of its respective filing date, each Parent Company SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and 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. Except to the extent that information contained in any Parent Company SEC Document has been revised or superseded by a later Parent filed Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form 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 the U.S. generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent Company SEC Documents, the Parent Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP IFRS to be set forth on a balance sheet of the Parent Company or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no The Company SEC Documents sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the ParentCompany) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (KBS Fashion Group LTD), Stock Purchase Agreement (KBS Fashion Group LTD)

SEC Documents; Undisclosed Liabilities. (a) The Parent Pubco has timely filed all reports, schedules, forms, statements and other documents as required to be filed by the Parent Securities and Exchange Commission (the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Pubco SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Pubco SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC DocumentDocuments, and did not contain none of the Pubco SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or 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. The consolidated financial statements of the Parent Pubco included in the Parent such Pubco SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Pubco’s independent accountants). (c) . Except as set forth in the Parent Pubco SEC Documents, at the Parent date of the most recent audited financial statements of Pubco included in the Pubco SEC Documents, Pubco has no not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a material adverse effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingPubco.

Appears in 2 contracts

Samples: Share Exchange Agreement (First China Pharmaceutical Group, Inc.), Share Exchange Agreement (First China Pharmaceutical Group, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed and furnished all material reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) or furnished pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct by the Company with the SEC since January 1, 2015 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the date of their filing, the “Company SEC Documents”). (b) As of its their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing datedates (in the case of all other Company SEC Documents), each Parent Company SEC Document complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date of this Agreement, 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. Except misleading (provided that the Company makes no representation or warranty with respect to the extent that information contained furnished in writing by Parent or Merger Sub specifically for inclusion or use in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. such document). (c) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Parent Company included in the Parent Company SEC Documents comply when filed (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present presented in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (cd) Except as set forth reflected or reserved against in the Parent consolidated balance sheet of the Company, as of December 31, 2015, or the notes thereto, included in the Company SEC DocumentsDocuments (such balance sheet and the notes thereto, the Parent has no liabilities “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Parent Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (e) The Company has established and maintains and has, since January 1, 2014, maintained, disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) in all material respects in compliance with the requirements of Rule 13a-15 under the Exchange Act. Except From the date of the filing of the Company’s Annual Report on Form 10-K for its agreement with Securities Transfer Corporation the fiscal year ended December 31, 2014 to act as the Parent’s stock transfer agentdate of this Agreement, the Parent has no Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or contractual obligations and liabilities (including ii) any obligations to issue capital stock fraud, whether or not material, that involves management or other securities of employees who have a significant role in the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingCompany’s internal control over financial reporting.

Appears in 2 contracts

Samples: Merger Agreement (Celator Pharmaceuticals Inc), Merger Agreement (Jazz Pharmaceuticals PLC)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents since January 5, schedules2012, formspursuant to Sections 13 and 15 of the Exchange Act, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (American Strategic Minerals Corp), Share Exchange Agreement (American Strategic Minerals Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, forms, statements prospectuses, and registration, proxy and other documents required to be filed by the Parent statements with the SEC since January 1, 2002 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents”) "). As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to Sections 13(athe Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable to such Parent SEC DocumentDocuments, and did not contain none of the Parent SEC Documents as of such respective dates, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (b) The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by indicated in the rules and regulations of the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material). (c) Except as set forth in the Neither Parent SEC Documentsnor any of its subsidiaries has any liabilities which, the Parent has no liabilities or obligations of any nature (whether accruedif known, absolute, contingent or otherwise) would be required by GAAP to be set forth reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP or the notes thereto, except liabilities (i) reflected or reserved against on the balance sheet of Parent and its subsidiaries as of June 30, 2003 included in Parent's Quarterly Report on Form 10-Q for the period then ended or (ii) incurred after June 30, 2003 in the ordinary course of business consistent with past practice that have not had and would not reasonably be expected to have, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agentaggregate, the a Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingMaterial Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Wiltel Communications Group Inc), Merger Agreement (Leucadia National Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Premier has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Premier with the SEC (the “Parent SEC Documents”) since its organization pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange ActAct (the “Premier SEC Documents”). (b) As of its respective filing date, each Parent Premier SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Premier SEC Document, and 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. Except to the extent that information contained in any Parent Premier SEC Document has been revised or superseded by a later Parent filed Premier SEC Document, none of the Parent Premier SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Premier included in the Parent Premier SEC Documents comply as to form 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 the U.S. generally accepted accounting principles principals (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Premier as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent Premier SEC Documents, the Parent Premier has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent Premier or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as . (d) Since the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities date of the Parent) due after latest audited financial statements included within the date hereof. All liabilities Premier SEC Documents, except as specifically disclosed in the Premier SEC Documents, Premier has not changed its auditors and Premier does not have pending before the SEC any request for confidential treatment of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closinginformation.

Appears in 2 contracts

Samples: Share Exchange Agreement (Premier Energy Corp.), Securities Purchase Agreement (Premier Energy Corp.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Pubco has timely filed all reports, schedules, forms, statements and other documents as required to be filed by the Parent Securities and Exchange Commission (the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Pubco SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Pubco SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC DocumentDocuments, and did not contain none of the Pubco SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the Effective Date), none of the Parent Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or 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. The consolidated financial statements of the Parent Pubco included in the Parent such Pubco SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Pubco’s independent accountants). (c) . Except as set forth in the Parent Pubco SEC Documents, at the Parent date of the most recent audited financial statements of Pubco included in the Pubco SEC Documents, Pubco has no not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a material adverse effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingPubco.

Appears in 2 contracts

Samples: Share Exchange Agreement (Yubo International Biotech LTD), Share Exchange Agreement (Yubo International Biotech LTD)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed or furnished (as applicable) all reportsParent SEC Documents since December 31, schedules2016, formspursuant to Sections 13 and 15 of the Exchange Act or Section 5 of the Securities Act, statements as applicable, and applicable regulations promulgated thereunder and together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) (such documents and any other documents required to be filed by the Parent with the SEC (SEC, together will all amendments thereto and including all exhibits and schedules thereto and documents incorporated by reference therein collectively the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, or in the case of Parent SEC Documents that are registration statements filed pursuant to the Securities Act, as of their respective effective dates, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents Documents: (i) have been prepared from and in accordance with, and accurately reflect, the books and records of Parent and its Subsidiaries in all material respects; (ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (iii) have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as may be indicated in the notes thereto or, for normal and recurring year-end adjustments as may be permitted by the rules and regulations of the SECSEC on Form 10-Q or Form 8-K or any successor or like form) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and (iv) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Marathon Patent Group, Inc.), Merger Agreement (Marathon Patent Group, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, formsforms and registration, statements proxy and other documents required to be filed by the Parent statements with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "SEC Documents”) "). None of Parent's subsidiaries are required to file periodic reports with the SEC pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing datedates (in the case of all other SEC Documents), each Parent the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents as of such respective dates 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent later-filed SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by indicated in the rules and regulations of the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments none of which has been or will be, individually or in the aggregate, material). (b) Parent is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or on Schedule 6.4(c) hereto, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of Parent's proxy statement dated August 7, 2003, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither Parent SEC Documentsnor any of its subsidiaries nor, to the Knowledge of Purchaser, any director, officer, agent, employee or other Person acting on behalf of Parent or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) To the Knowledge of Purchaser, neither Parent nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on a the unaudited balance sheet of Parent and its subsidiaries as of September 30, 2003 (including the notes thereto) included in Parent's Report on Form 10-Q for the period then ended, (ii) incurred after the Balance Sheet Date in the Parent Ordinary Course of Business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agentaggregate, the Parent has no financial or contractual obligations a Purchaser Material Adverse Effect, and liabilities (including any obligations to issue capital stock or other securities of the Parentiii) due incurred after the date hereof. All liabilities of Balance Sheet Date not in the Parent shall have been paid off and shall ordinary course that are in no event remain liabilities of the Parentaggregate, the Company or the Shareholders following the Closingimmaterial in amount.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Metrocall Holdings Inc), Asset Purchase Agreement (Leucadia National Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) since December 31, 2011, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport, and 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. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents Reports comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders Members following the Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (Rio Bravo Oil, Inc.), Share Exchange Agreement (Rio Bravo Oil, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed or furnished all reports, schedules, forms, statements and other documents (including all exhibits, supplements and amendments thereto) required to be filed or furnished by the Parent Company with the SEC since January 1, 2009 (such documents, together with all exhibits and schedules thereto and all information incorporated therein by reference and any documents filed or furnished during such periods by the Company to the SEC on Current Reports of Form 8-K, the “Parent Company SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent Company SEC Document complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the Xxxxxxxx-Xxxxx Act of 2002, including, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentthereunder, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent Company and its consolidated subsidiaries the Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Parent Company SEC DocumentsDocuments filed and publicly available prior to the date hereof or Section 3.06 of the Company Disclosure Letter, neither the Parent Company nor any Company Subsidiary has no any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be that are not set forth on a consolidated balance sheet of the Parent Company or such Company Subsidiary or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Merger Agreement (VCG Holding Corp), Merger Agreement (VCG Holding Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by the Parent Company with the SEC under the Securities Act or the Exchange Act since December 31, 2011 (the “Parent Company SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) . None of the Exchange ActCompany Subsidiaries is required to make any filings with the SEC. (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (c) The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by the Company’s accountants with respect thereto (the “Company Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Company Financial Statements fairly present in all material respects the financial condition and the results of operations, have been prepared cash flows and changes in stockholders’ equity of the Company (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company Financial Statements, all in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statementsinterim Company Financial Statements, to normal year-end audit adjustments)adjustments and the absence of notes. No financial statements of any Person other than the Company and the Company Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. Except as required by GAAP, the Company has not, between December 31, 2011 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2011. (cd) Except The Company is and has been since January 1, 2009 in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) or under the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq. (e) The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2010 relating to the Company SEC Documents and all written responses of the Company thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and, to the Knowledge of the Company, none of the Company SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of the Company, SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of the Company. (f) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as set forth such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the Parent reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC DocumentsDocument that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the Parent has effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on the Company’s management’s most recently completed evaluation of the Company’s internal control over financial reporting prior to the date of this Agreement, (i) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) the Company does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (g) The Company and the Company Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) that would reasonably be expected to have, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent individually or in the aggregate, a Company Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Company Financial Statements or the notes thereto. Except for its agreement thereto included in a Company SEC Document filed with Securities Transfer Corporation the SEC prior to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All , (ii) for liabilities and obligations incurred in the Ordinary Course of Business since the date of the Parent shall have been paid off and shall most recent audited balance sheet included in no event remain liabilities of the Parent, the Company Financial Statements and not in violation hereof and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Shareholders following the ClosingTransactions.

Appears in 2 contracts

Samples: Merger Agreement (SXC Health Solutions Corp.), Merger Agreement (Catalyst Health Solutions, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC SEC, pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders Shareholder following the Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (Gold Ridge Resources Inc), Share Exchange Agreement (Remmington Enterprises, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) Documents for the prior two years, pursuant to Sections 13(a), 14(a) 13 and 15(d) 15 of the Exchange Act, as applicable. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP IFRS to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no SEC Documents sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Share Exchange Agreement (KBS Fashion Group LTD), Share Exchange Agreement (KBS Fashion Group LTD)

SEC Documents; Undisclosed Liabilities. The Company (aor its public predecessor) The Parent has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since January 1, 1998 (collectively, the “Parent "Company SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) . No Subsidiary of the Exchange Act. (b) Company is required to file any report, schedule, form, statement or other document with the SEC. As of its their respective filing datedates, each Parent the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents when filed 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. Except to the extent that information contained in any Parent Company SEC Document has been revised or superseded by a later Parent filed Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of (including the Parent related notes) included in the Parent Company SEC Documents comply as to form 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 theretothereto (the "Accounting Rules"), have been prepared in accordance with the U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SECAccounting Rules) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretorelated notes) and fairly present in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). (c) Except as set forth in . Neither the Parent SEC Documents, the Parent Company nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate could reasonably be expected to act as have a Material Adverse Effect on the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingCompany.

Appears in 2 contracts

Samples: Merger Agreement (McLeodusa Inc), Merger Agreement (Caprock Communications Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Buyer has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) of Buyer required to be furnished to, or filed by with, the Parent SEC since January 1, 2015 (such documents, together with any documents filed with the SEC (during such period by Buyer on a voluntary basis on a Current Report on Form 8-K, being collectively referred to as the “Parent Buyer SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent Each Buyer SEC Document (i) at the time filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Buyer SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Except As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Buyer relating to the extent that information contained in any Parent Buyer SEC Document has been revised or superseded by a later Parent SEC DocumentDocuments, and none of the Parent Buyer SEC Documents contains any untrue statement is, to the Buyer’s Knowledge, the subject of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light ongoing SEC review. Each of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Buyer included or incorporated by reference in the Parent Buyer SEC Documents comply (including the related notes and schedules) (x) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (y) was prepared in accordance with the U.S. United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations 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 (z) fairly present presented in all material respects the consolidated financial position of the Parent Buyer and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth on Section 4.08(c) of the Buyer Disclosure Schedules, there are no Liabilities of Buyer or any of its Subsidiaries required under GAAP to be reflected in (or disclosed in the Parent notes to) Buyer’s consolidated balance sheet other than Liabilities which (a) are adequately reflected or reserved against in Buyer’s consolidated unaudited balance sheet as of September 30, 2016 (or the notes thereto) as included in the Buyer SEC Documents, (b) have been incurred in the Parent has no liabilities Ordinary Course since September 30, 2016, (c) have not had or obligations of any nature (whether accruedwould not, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent individually or in the notes theretoaggregate, be reasonably expected to be material to Buyer and its Subsidiaries (taken as a whole) or (d) arise out of or in connection with this Agreement or the transactions contemplated hereby. (d) Each of the chief executive officer of Buyer and the chief financial officer of Buyer (or each former chief executive officer of Buyer and each former chief financial officer of Buyer, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Buyer SEC Documents, and the statements contained in such certifications are true and accurate. Except for For purposes of this Agreement, “chief executive officer” and “chief financial officer” will have the meanings given to such terms in SOX. None of Buyer or any of its agreement Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Buyer maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with Securities Transfer Corporation GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Buyer’s properties or assets that could have a material effect on Buyer’s financial statements. (f) Buyer is, and since January 1, 2013 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the New York Stock Exchange. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Buyer are reasonably designed to act as ensure that all information (both financial and non-financial) required to be disclosed by Buyer in the Parent’s stock transfer agentreports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the Parent time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Buyer to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Buyer to make the certifications required under the Exchange Act with respect to such reports. (h) Neither Buyer nor any of the Subsidiaries of Buyer is a party to, or has no financial any commitment to become a party to, any joint venture, off-balance sheet partnership or contractual obligations and liabilities any similar Contract (including any obligations Contract or arrangement relating to issue capital stock any transaction or relationship between or among Buyer and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Buyer or any of its Subsidiaries in Buyer’s or such Subsidiary’s published financial statements or other securities Buyer SEC Documents. (i) Since January 1, 2015, none of Buyer, Buyer’s independent accountants, Buyer’s Board of Directors or the audit committee of Buyer’s Board of Directors has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of Buyer, (B) “material weakness” in the internal controls over financial reporting of Buyer or (C) fraud, whether or not material, that involves management or other employees of Buyer who have a significant role in the internal controls over financial reporting of Buyer. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” will have the meanings assigned to them in Auditing Standard No. 5 of the Parent) due after Public Company Accounting Oversight Board, as in effect on the date of this Agreement. As of the date hereof. All liabilities , there is no reason to believe that Buyer’s outside auditors, chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX in connection with the filing of Buyer’s Annual Report on Form 10-K for the fiscal year ending December 31, 2016. (j) No Subsidiary of Buyer is, nor has at any time since January 1, 2013, been, subject to the reporting requirements of Section 13(a) or 15(d) of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingExchange Act.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Mosaic Co)

SEC Documents; Undisclosed Liabilities. (a) The Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Parent with the SEC since October 1, 2006 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement/Prospectus, as supplemented and amended since the time of filing, and the Form S-4, being collectively referred to as the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Each Parent SEC Document (i) at the time filed (and if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied as to form in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing, or in the case of registration statements and proxy statements, then on the dates of effectiveness and the dates of mailing, respectively) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none Each of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply complied at the time it was filed (and if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with GAAP (except, in the U.S. generally accepted accounting principles case of unaudited statements, as permitted by Form 10-Q of the SEC or otherwise by applicable Law) applied on a consistent basis during the periods involved (“GAAP”except as may be indicated therein or in the notes thereto) and fairly presented in all material respects (except, in the case of unaudited statements, as permitted by the rules and regulations of the SECSEC or otherwise by applicable Law) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Subsidiaries as of the dates date thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except Neither Parent nor any Parent Subsidiary has any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of Parent and its Subsidiaries (or in the notes thereto) other than those liabilities or obligations (i) incurred after September 30, 2007 in the ordinary course of business consistent with prior practice and not prohibited by this Agreement, (ii) permitted or contemplated by this Agreement or (iii) that have been discharged or paid in full in the ordinary course of business. (d) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as set forth in applicable), or persons performing similar functions, has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications adhere to the requirements of SOX. None of Parent or any of the Parent Subsidiaries or Affiliates has outstanding, or has arranged since the effectiveness of Section 402 of SOX any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. To the Knowledge of Parent, Parent’s outside auditors and its principal executive officer and principal financial officer will be able to give, without qualification, the certifications and attestations required pursuant to SOX when next due. (e) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP, together with the other reasonable assurances included in the above-referenced definition. (f) Neither Parent nor any of the Parent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in the Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (h) Since October 1, 2006, Parent has not received any oral or written notification of any (x) “significant deficiency” or (y) “material weakness” in Parent’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by Parent, as certified by Parent’s independent accountants. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Exchange Act Rule 12b-2, as in effect on the date of this Agreement. (i) Since October 1, 2006, (i) neither Parent nor any of the Parent Subsidiaries, nor, to the Knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries, has received any material written (or, to the Knowledge of Parent, oral) complaint, allegation, assertion or claim, challenging that Parent or any of its Subsidiaries has engaged in illegal accounting or auditing practices and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof or to any director or officer of Parent. (j) Parent has no liabilities or obligations unresolved comments from the staff of any nature the SEC relating to the Parent’s filings with the SEC. (whether accrued, absolute, contingent or otherwisek) required by GAAP to be set forth on a balance sheet None of the Parent Subsidiaries is, or in has at any time since October 1, 2006 been, individually subject to the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations reporting requirements of Sections 13(a) and liabilities (including any obligations to issue capital stock or other securities 15(d) of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingExchange Act.

Appears in 2 contracts

Samples: Merger Agreement (Ashland Inc.), Merger Agreement (Hercules Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent BBLU has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent BBLU with the SEC (the “Parent SEC Documents”) since September 11, 2010 pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange Act. Act (b) the "BBLU SEC Documents"). As of its respective filing date, each Parent BBLU SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent BBLU SEC DocumentDocuments, and 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. Except to the extent that information contained in any Parent BBLU SEC Document Documents has been revised or superseded by a later Parent filed BBLU SEC DocumentDocuments, none of the Parent BBLU SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent BBLU included in the Parent BBLU SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent BBLU and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Parent BBLU SEC DocumentsDocuments and/or incurred in the Ordinary Course of Business, the Parent BBLU has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent BBLU or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 2 contracts

Samples: Merger Agreement (Blue Earth, Inc.), Merger Agreement (Blue Earth, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent SMSA has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) since August 27, 2010, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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 misleadingReport. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent SMSA included in the Parent SEC Documents Reports comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent SMSA and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsReports, the Parent SMSA has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a balance sheet of the Parent SMSA or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentsecurities) due after the date hereof. All liabilities of the Parent SMSA shall have been paid off and shall in no event remain liabilities of the ParentSMSA, the Company Xiangrui or the Shareholders Shareholder following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (SMSA Treemont Acquisition Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Paramount has filed all reports, schedules, registration statements, prospectuses, forms, certifications, statements and other documents required to be filed by the Parent Paramount with the SEC since the date of Paramount’s formation (the “Parent Paramount SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent Paramount SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Paramount SEC Document, and 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. Except to the extent that information contained in any Parent Paramount SEC Document has been revised or superseded by a later Parent filed Paramount SEC Document, none of the Parent Paramount SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Paramount included in the Parent Paramount SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-QSB or 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 the consolidated financial position of the Parent and its consolidated subsidiaries Paramount as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). Each of the principal executive officer of Paramount and the principal financial officer of Paramount has made all certifications required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002 and the rules and regulations of the SEC promulgated thereunder (the “Sarbanes Oxley Act”) with respect to the Paramount SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes Oxley Act. (c) Except (i) as set forth on the balance sheet of Paramount at Xxxxx 00, 0000, (xx) for the reasonable fees and expenses incurred by Paramount in connection with the Parent SEC Documentstransactions contemplated by this Agreement and the other Transaction Agreements, (iii) the Parent fees to lease Paramount’s office space, (iv) general administrative expenses and (v) its obligations hereunder, as of the date of this Agreement, Paramount has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing).

Appears in 1 contract

Samples: Stock Purchase Agreement (Paramount Acquisition Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Sonic Foundry has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent filings with the SEC since September 30, 2013, pursuant to Sections 13 and 15 of the Securities Exchange Act, as applicable (the “Parent Sonic Foundry SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent Sonic Foundry SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Sonic Foundry SEC Document, and 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. Except to the extent that information contained in any Parent Sonic Foundry SEC Document has been revised or superseded by a later Parent filed Sonic Foundry SEC Document, none of the Parent Sonic Foundry SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated Except as set forth in the Sonic Foundry SEC Documents, the financial statements of the Parent Sonic Foundry included in the Parent Sonic Foundry SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Sonic Foundry as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 1 contract

Samples: Subscription Agreement (Sonic Foundry Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent Dico has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) since January 29, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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 misleadingReport. Except to the extent that information contained in any Parent SEC Document Report has been revised or superseded by a later Parent SEC DocumentReport, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Dico included in the Parent SEC Documents Reports comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Dico as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsReports, the Parent Dico has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a balance sheet of the Parent Dico or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentsecurities) due after the date hereof. All liabilities of the Parent Dico shall have been paid off and shall in no event remain liabilities of the ParentDico, the Company Christals or the Shareholders Members following the Closing.

Appears in 1 contract

Samples: Securities Exchange Agreement (Dico, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents as required to be filed by the U.S. Securities and Exchange Commission (the “SEC”) and Parent has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each . The Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentdocuments, and did not contain none of the Parent SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or 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. The consolidated financial statements of the Parent included in the such Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Parent’s independent accountants). (c) . Except as set forth in the Parent SEC Documents, at the date of the most recent audited financial statements of Parent included in the Parent SEC Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has no incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a Material Adverse Effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 1 contract

Samples: Merger Agreement (Great Plains Holdings, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents since July 2, schedules2010, formspursuant to Sections 13 and 15 of the Exchange Act, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (Rapid Holdings Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, the Company has filed all required reports, schedules, formsforms and registration, statements proxy and other documents required to be filed by the Parent statements with the SEC since February 23, 2001 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "SEC Documents”) "). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to Sections 13(athe Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents as of such respective dates 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (b) The consolidated financial statements of the Parent Company included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted GAAP and applicable SEC accounting principles (“GAAP”) rules (except, in the case of unaudited quarterly statements, as permitted by indicated in the rules and regulations of the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) Except as set forth in Neither the Parent SEC Documents, the Parent Company nor any of its subsidiaries has no any material liabilities or obligations of any nature (nature, whether accrued, absolute, contingent or otherwise) , which, if known, would be required by GAAP to be set forth reflected or reserved against on a consolidated balance sheet of the Parent Company prepared in accordance with GAAP or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and except liabilities (including any obligations to issue capital stock i) reflected or other securities reserved against on the balance sheet of the ParentCompany and its subsidiaries as of September 28, 2003 (the "Balance Sheet Date") due (including the notes thereto) included in the Company's Annual Report on Form 10-K for the fiscal year then ended, (ii) incurred after the date hereof. All liabilities Balance Sheet Date in the ordinary course of the Parent shall have been paid off and shall business, or (iii) under or as contemplated by or disclosed in no event remain liabilities of the Parent, the Company or the Shareholders following the Closingthis Agreement.

Appears in 1 contract

Samples: Merger Agreement (Gmi Merger Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 1, 2008 pursuant to Sections 13(a) and 15(d) of the Exchange Act (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did not contain . None of the Parent SEC Documents contains any untrue statement of a material fact or omit omits 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. Except , except to the extent that information contained in any Parent SEC Document has such statements have been revised modified or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and except that such unaudited statements do not contain footnote disclosures). (c) Except as set forth in the Neither Parent SEC Documents, the nor any Parent Subsidiary has no any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent and its consolidated subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as , other than liabilities that have arisen in the Parent’s stock transfer agent, ordinary course of business since the date of the last balance sheet contained in the Parent has no financial or contractual obligations and liabilities Financial Statements (including any obligations to issue capital stock or other securities of the Parent“Parent Balance Sheet Date”). (d) due after the date hereof. All liabilities None of the Parent shall have been paid off Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Sections 13(a) and shall in no event remain liabilities 15(d) of the Parent, the Company or the Shareholders following the ClosingExchange Act.

Appears in 1 contract

Samples: Merger Agreement (Authentec Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent Target has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC (since January 1, 2000 the “Parent "Target SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Target SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Target SEC DocumentDocuments, and did not contain none of the Target SEC Documents when filed 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. Except to the extent that information contained in any Parent Target SEC Document has been revised or superseded by a later Parent filed Target SEC Document, none of the Parent Target SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Target included in the Parent Target SEC Documents comply as to form 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 theretothereto (the "Accounting Rules"), have been prepared in accordance with the U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations 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 in all material respects the consolidated financial position of the Parent Target and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). . Except (ci) Except as set forth disclosed in the Parent most recent financial statements contained in the Target Filed SEC DocumentsDocuments or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, the Parent neither Target nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent Target and its consolidated subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation , which, individually or in the aggregate, are reasonably likely to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closinga material adverse effect on Target.

Appears in 1 contract

Samples: Merger Agreement (Houghton Mifflin Co)

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SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders Shareholder following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (WMX Group Holdings, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Parent Company with the SEC since January 1, 2013 (such documents, together with any documents filed with the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Parent Company SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent Each Company SEC Document (i) at the time filed (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none As of the Parent date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary its staff in order to make the statements therein, in light respect of the circumstances under which they were made, not misleadingCompany SEC Documents. The Each of the consolidated financial statements of the Parent Company (including all related notes or schedules) included in the Parent Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with the U.S. United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations 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 presented in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in shareholders’ equity and cash flows as of the dates thereof and for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except (i) as set forth reflected or reserved against in the Parent Company’s consolidated balance sheet as of December 31, 2014 (the “Company Balance Sheet”) (or the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the Parent Ordinary Course of Business since December 31, 2014, (iv) for liabilities and obligations that have been discharged or paid in full in the Ordinary Course of Business and (v) for liabilities and obligations that, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, none of the Company or any Company Subsidiary has no any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which are required by GAAP to be set forth recorded or reflected on a balance sheet sheet, including the footnotes thereto, under GAAP. As of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities , there are no (A) unconsolidated Subsidiaries of the Parent shall Company except as set forth in Section 4.06(c) of the Company Disclosure Letter, or (B) off-balance sheet arrangements to which the Company or any of the Company Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the Company SEC Reports or any obligations of the Company or any of the Company Subsidiaries to enter into any such arrangements. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents. Since January 1, 2013 through the date hereof, subject to any applicable grace periods, to the Knowledge of the Company, the Company and each of its officers and directors have been paid off and shall are in no event remain liabilities compliance with the applicable listing and corporate governance rules and regulations of the ParentNYSE, except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) To the Company’s Knowledge, since January 1, 2013 through the date hereof, the Company has disclosed to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies or material weaknesses in its internal controls and procedures over financial reporting and (ii) any written allegation of fraud that involves management of the Company or any other employees of the Company and the Company Subsidiaries who have a significant role in the Company’s internal controls over financial reporting or disclosure controls and procedures, except in each case as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. Since January 1, 2013 through the date of this Agreement, to the Company’s Knowledge, neither the Company nor any Company Subsidiary has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Shareholders following Company Subsidiaries or their respective internal accounting controls that, individually or in the Closingaggregate, would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. (h) None of the Company Subsidiaries is, or has at any time since January 1, 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Appears in 1 contract

Samples: Merger Agreement (Life Time Fitness, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “SEC Documents”, and all such documents filed with the SEC in the past two (2) years up to and until the date hereof, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent filed SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent contingent, or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no SEC Documents set forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 1 contract

Samples: Merger Agreement (Mimvi, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Buyer has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Buyer with the SEC (the “Parent SEC Documents”) since April 10, 2008, pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange ActAct (the "Buyer SEC Documents"). (b) As of its respective filing date, each Parent Buyer SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Buyer SEC Document, and 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. Except to the extent that information contained in any Parent Buyer SEC Document has been revised or superseded by a later Parent filed Buyer SEC Document, none of the Parent Buyer SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Buyer included in the Parent Buyer SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial financial. position of the Parent Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent Filed Buyer SEC Documents, the Parent Buyer has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent Buyer or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Stone Consulting Services Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed filed, in a timely manner, all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) April 30, 2010 pursuant to Sections 13(a), 14(a14 (a) and 15(d) of the Exchange ActAct (“Parent SEC Documents”). (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDocuments or the Parent Financial Statements, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof the Parent has total liabilities of the Parent less than $25,000, all of which liabilities shall have been be paid off at or prior to the Closing and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (Sunrise Global Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Pubco has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Pubco with the SEC (the “Parent "PUBCO SEC Documents”) pursuant to Sections 13(aDOCUMENTS"), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent Pubco SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).any (c) Except as set forth in the Parent Filed Pubco SEC Documents, the Parent Pubco has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent Pubco or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no The Pubco Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the ParentPubco) due after the date hereof. All As of the date hereof the Pubco has total liabilities of the Parent less than $1,000, all of which liabilities shall have been be paid off at or prior to the Closing and shall in no event remain liabilities of the ParentPubco, the Company Peakway or the Shareholders Stockholder following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (Wollemi Mining Corp.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all reports, schedules, forms, and statements and other documents required to be filed by the Parent Company with the Securities and Exchange Commission (the “SEC”) since December 31, 2005 (such documents, together with any documents filed during such period by the Company with the SEC (on a voluntary basis on Form 8-K, the “Parent Company SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its their respective filing datedates, each Parent the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form 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 conformity with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent Company SEC Documents (excluding any disclosure set forth in any risk factor section and/or in any section relating to forward-looking statements) filed and publicly available prior to the date hereof (the “Filed Company SEC Documents”), as of the Parent date of this Agreement neither the Company nor any Company Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) ), whether or not required by GAAP to be set forth on a consolidated balance sheet of the Parent Company and its consolidated subsidiaries or in the notes thereto. Except for its agreement , other than any such liabilities or obligations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (d) None of the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (e) Each of the principal executive officer and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder with Securities Transfer Corporation respect to act as the Parent’s stock transfer agentCompany SEC Documents, and, to the knowledge of the Company, the Parent has no financial or contractual obligations statements contained in such certifications are true and liabilities (including any obligations to issue capital stock or other securities correct. For purposes of the Parent) due after preceding sentence hereof, “principal executive officer” and “principal financial officer” shall have the date hereofmeanings given to such terms in SOX. All liabilities Neither the Company nor any of the Parent shall Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX except as may have been paid off and shall in no event remain liabilities existence prior to the effective date of the Parent, the Company or the Shareholders following the ClosingSection 402 of SOX.

Appears in 1 contract

Samples: Merger Agreement (Jameson Inns Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has timely -------------------------------------- filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent "Company SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents when filed 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. Except to the extent that information contained in any Parent Company SEC Document has been revised or superseded by a later Parent Company Filed SEC Document, as of the date hereof, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations 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 in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). . Except (ci) Except as set forth reflected in such financial statements or in the Parent SEC Documentsnotes thereto, (ii) for liabilities incurred in connection with this Agreement or the Parent transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) ), including liabilities arising under any Laws relating to the protection of health, safety or the environment ("Environmental Laws"), which are required by GAAP generally accepted accounting principles to be set forth on reflected in a consolidated balance sheet of the Parent Company and its consolidated Subsidiaries and which, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate, could reasonably be expected to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the a Company or the Shareholders following the ClosingMAE.

Appears in 1 contract

Samples: Merger Agreement (Patriot American Hospitality Operating Co\de)

SEC Documents; Undisclosed Liabilities. (a) The Parent has --------------------------------------- Company and the Company Subsidiaries have filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Company or any Company Subsidiary with the SEC since January 1, 1998 (the “Parent "Company ------- SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent . Each Company SEC Document complied in all material ------------- respects as of its respective date with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as -------------- the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and did except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, does 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form 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 the U.S. generally accepted accounting principles ("GAAP") (except, ---- in the case of unaudited statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Parent Filed Company SEC DocumentsDocuments (as defined in Section 3.08) or the Company Disclosure Letter or incurred after the date hereof in the usual, regular and ordinary course of business in substantially the Parent same manner as previously conducted and not prohibited by this Agreement, neither the Company nor any Company Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent Company and its consolidated subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation thereto and that, individually or in the aggregate, could reasonably be expected to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the a Company or the Shareholders following the ClosingMaterial Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Exchange and Merger (Commonwealth Edison Co)

SEC Documents; Undisclosed Liabilities. (a) The Parent Since January 1, 2020, the Company has filed all material reports, schedules, forms, statements and other documents required to be filed by the Parent Company with the SEC (the “Parent SEC Documents”) on a timely basis pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (collectively, and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the date of their filing, the “Company SEC Documents”). As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents are, to the Knowledge of the Company, the subject of ongoing SEC review. (b) As of its their respective SEC filing datedates, each Parent Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated by the SEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the Agreement Date, 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. Except ; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document; provided, further, that no representation is made as to the extent that information contained in accuracy of any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. forward-looking statements. (c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of the Parent Company included or incorporated by reference in the Parent Company SEC Documents when filed or to be included (i) complied, or will comply when filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were, or when filed will be, prepared in all material respects in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iii) fairly present presented, or will fairly present, in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments). (cd) Except as set forth reflected or reserved against in the Parent consolidated balance sheet of the Company as of March 31, 2023, or the notes thereto, included in the Company SEC DocumentsDocuments (such balance sheet and the notes thereto, the Parent has no liabilities “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet other than (i) liabilities or obligations incurred in the Ordinary Course since the date of the Parent Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company or any Company Subsidiary is a party (other than to the extent arising from a breach thereof by the Company or any Company Subsidiary), (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that have not had, and would not reasonably be expected to have, individually or in the notes theretoaggregate, a Company Material Adverse Effect. (e) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (i) are designed to ensure that material information relating to the Company and the Company Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared and (ii) are effective in all material respects to perform the functions for which they were established. Except From the date of the filing of the Company’s Annual Report on Form 10-K for its agreement with Securities Transfer Corporation the fiscal year ended December 31, 2022 to act as the Parent’s stock transfer agentAgreement Date, the Parent has no Company’s auditors have not identified to the audit committee of the Company Board (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or contractual obligations and liabilities (including B) any obligations to issue capital stock fraud, whether or not material, that involves management or other securities employees who have a significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of the ParentNasdaq. (f) due after the date hereof. All liabilities of the Parent shall have been paid off The Company and shall in no event remain liabilities of the Parent, the Company Subsidiaries have not effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) or Regulation S-K under the Shareholders following the ClosingExchange Act).

Appears in 1 contract

Samples: Merger Agreement (Chinook Therapeutics, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Seller has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Seller with the SEC (the “Parent SEC Documents”) since January 1, 2006 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “Seller SEC Documents”). (b) As of its respective filing date, each Parent Seller SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Seller SEC Document, and did not on the date filed 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. Except to the extent that information contained in any Parent Seller SEC Document has been revised or superseded by a later Parent filed Seller SEC Document, none of the Parent Seller SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Seller included in the Parent Seller SEC Documents (the “Seller Financial Statements”) comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations 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 on that basis fairly present the consolidated financial position of the Parent Seller and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except As of the date hereof, neither Seller nor any Seller Subsidiary has, and as set forth in of the Parent SEC DocumentsClosing Date, the Parent has no neither Seller nor any Seller Subsidiary will have, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. GAAP to be set forth on a consolidated balance sheet of the Parent Seller and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, could reasonably be expected to have a Seller Material Adverse Effect, other than those liabilities or obligations set forth on the latest dated balance sheet included in the Seller Financial Statement, and other liabilities or obligations of similar character incurred since the date of such balance sheet in the ordinary course of business. (d) With respect to each Seller SEC Document that is a report on Form 10-K or 10-Q or an amendment thereto. Except for : (1) the chief executive officer and chief financial officer of Seller (the “Certifying Seller Officers”) reviewed such report or amendment prior to its agreement filing with Securities Transfer Corporation the SEC; (2) based on the best knowledge of the Certifying Seller Officers, such report or amendment does not contain any untrue statement of any material fact or omit to act as state a material fact necessary to make the Parent’s stock transfer agentstatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by such report or amendment; (3) based on the best knowledge of the Certifying Seller Officers, the Parent has no financial statements, and other financial information included in such report or contractual obligations amendment, fairly present in all material respects the financial condition, results of operations and liabilities cash flows of Seller as of, and for, the periods presented in such report or amendment; (4) the Certifying Seller Officers are responsible for establishing and maintaining disclosure controls and procedures (as such terms are defined in Rule 13a-14(c) under the Exchange Act) for Seller and have: (A) designed such disclosure controls and procedures to ensure that material information relating to Seller, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which such report or amendment was being prepared, (B) evaluated the effectiveness of Seller’s disclosure controls and procedures as of a date within 90 days prior to the filing date of such report or amendment and (C) presented in such report or amendment their conclusions about the effectiveness of Seller’s disclosure controls and procedures; (5) the Certifying Seller Officers have disclosed, based on their most recent evaluation, to Seller’s auditors and the audit committee of Seller Board: (i) all significant deficiencies in the design or operation of internal controls which adversely affected Seller’s ability to record, process, summarize and report financial data and have identified to Seller’s auditors any material weaknesses in Seller’s internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Seller’s internal controls; (6) the Certifying Seller Officers have indicated in such report or amendment whether or not significant changes in internal controls or in other factors could significantly affect internal controls subsequent to the date of their most recent evaluation, including any obligations corrective action with respect to issue capital stock or other securities significant deficiencies and material weaknesses; and (7) the Seller Disclosure Letter summarizes all matters disclosed by the Certifying Seller Officers in accordance with clause (5) above. (e) To the best knowledge of Seller, the effectiveness of any additional SEC disclosure requirement that, as of the Parentdate of this Agreement, has been formally proposed that is not yet in effect is not expected by Seller to lead to any material change in Seller’s disclosures as set forth in the Filed Seller SEC Documents. (f) due after No Seller Subsidiary is, or has at any time since January 1, 2005 been, subject to the date hereof. All liabilities reporting requirements of Sections 13(a) and 15(d) of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingExchange Act.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Koninklijke KPN N V)

SEC Documents; Undisclosed Liabilities. (a) The Parent Rome has filed with the SEC (or, in the case of information provided under Item 7.01 of a report on Form 8-K, furnished to the SEC) all reports, schedules, forms, statements and other documents required to be filed (or, in the case of information provided under Item 7.01 of a report on Form 8-K, furnished) by Rome since January 1, 2002, pursuant to Sections 13(a) and 15(d) of the Exchange Act (the “Rome SEC Documents”). Each Rome Subsidiary has filed with the SEC all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) such Rome Subsidiary since January 1, 2002, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As Except to the extent set forth in a later filed or furnished Rome SEC Document, as of its respective filing date, each Parent Rome SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Rome SEC Document, and 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. Except to the extent that information contained in any Parent Rome SEC Document has been revised or superseded by a later Parent filed or furnished Rome SEC Document, none of the Parent Rome SEC Documents contains any untrue statement of a material fact or omits to state any 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; provided, however, that no representation is made as to any information furnished by Rome to the SEC solely for purposes of complying with Regulation FD promulgated by the SEC under the Exchange Act. The consolidated financial statements of Rome and the Parent Rome Subsidiaries included in the Parent Rome SEC Documents comply as to form 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 the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations 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 the consolidated financial position of Rome and the Parent and its consolidated subsidiaries Rome Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Since the enactment of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), Rome has been in compliance, in all material respects, with all provisions of the Sxxxxxxx-Xxxxx Act, including the rules and regulations of the SEC promulgated thereunder, applicable to Rome and the Rome Subsidiaries. (d) Except as set forth in the Parent reports, schedules, forms, statements and other documents filed by Rome with the SEC or furnished by Rome to the SEC, and in either case, publicly available prior to the date of this Agreement (but excluding the portions of Rome’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 identified in Section 3.06(d) of the Rome Disclosure Letter, and the substantially identical portions of any other such reports, schedules, forms, statements or other documents, the “Available Rome SEC Documents”), as of the Parent date of this Agreement, neither Rome nor any Rome Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent Rome and its consolidated subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as , other than any liabilities or obligations (A) reserved against, reflected or disclosed on the Parent’s stock transfer agent, most recent consolidated balance sheet of Rome and the Parent has no financial or contractual obligations and liabilities Rome Subsidiaries (including any obligations to issue capital stock or other securities the notes thereto) contained in the Available Rome SEC Documents, (B) incurred in the ordinary course of business since the date of the Parentmost recent financial statements included in the Available Rome SEC Documents, or (C) due after that, individually or in the date hereof. All liabilities of the Parent shall aggregate, have been paid off not had and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closingwould not reasonably be expected to have a Rome Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Fresenius Medical Care Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC since January 1, 2000 (the “Parent Filed SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each the Parent Filed SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations none of the Parent Filed SEC promulgated thereunder applicable to such Documents when filed (and if amended or superseded in a Parent Filed SEC Document, and did not contain then on the date of such filing) 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. Except to the extent that information contained in any the Parent Filed SEC Document Documents publicly available prior to the date of this Agreement has been revised or superseded by in a later Parent Filed SEC Document, none of the Parent Filed SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (b) The consolidated financial statements of the Parent included in the Parent Filed SEC Documents comply as to form 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 theretoAccounting Rules, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations 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 in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal non-material recurring year-end audit adjustments). . Except (ci) Except as set forth reflected in the financial statements included in the Parent Filed SEC DocumentsDocuments or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the Transactions, neither the Parent nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate, would reasonably be likely to act as the Parent’s stock transfer agent, the have a Parent Material Adverse Effect. (c) The Parent has no financial timely filed and made available to Company all certifications and statements required by (i) Rule 13a-14 or contractual obligations and liabilities Rule 15d-14 under the Exchange Act or (including any obligations to issue capital stock or other securities ii) 18 U.S.C. Section 1350 (Section 906 of the ParentXxxxxxxx-Xxxxx Act of 2002) due after the date hereof. All liabilities of the with respect to any Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingSEC Document.

Appears in 1 contract

Samples: Merger Agreement (Sanchez Computer Associates Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent (including exhibits and all other information incorporated therein) with the SEC Commission since February 4, 2000 (the “Parent "COMPANY SEC Documents”) pursuant to Sections 13(aDOCUMENTS"). Except as corrected by subsequent filings, 14(a) and 15(d) as of their respective dates, the Exchange Act. (b) As of its respective filing date, each Parent Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "SECURITIES ACT") or the Exchange Act Act, as the case may be, and the rules and regulations none of the Company SEC promulgated thereunder applicable to such Parent SEC Document, and did not contain Documents when filed 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. Except to as corrected by subsequent filings, the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form form, as of their respective dates of filing with the Commission, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto (the "ACCOUNTING RULES"), have been prepared in accordance with the U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SECForm 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth , which are in the Parent aggregate not material). Except (i) as disclosed in the financial statements contained in the Company Filed SEC DocumentsDocuments or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the Transactions, neither the Parent Company nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent Company and its consolidated Subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation , which, individually or in the aggregate, would reasonably be expected to act as have a Material Adverse Effect on the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingCompany.

Appears in 1 contract

Samples: Merger Agreement (Firepond Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents since May 31, schedules2012, formspursuant to Sections 13 and 15 of the Exchange Act, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (Valor Gold Corp.)

SEC Documents; Undisclosed Liabilities. (a) The Parent With the exception of its most recent Form 10-K, Pubco has timely filed all reports, schedules, forms, statements and other documents as required to be filed by the Parent Securities and Exchange Commission (the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Pubco SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Pubco SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC DocumentDocuments, and did not contain none of the Pubco SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or 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. The consolidated financial statements of the Parent Pubco included in the Parent such Pubco SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Pubco’s independent accountants). (c) . Except as set forth in the Parent Pubco SEC Documents, at the Parent date of the most recent audited financial statements of Pubco included in the Pubco SEC Documents, Pubco has no not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a material adverse effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingPubco.

Appears in 1 contract

Samples: Share Exchange Agreement (Transit Management Holding Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Company with the SEC (the “Parent SEC Documents”) since June 30, 2004 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent report, form, schedule or definitive proxy statement filed (as opposed to furnished) since June 30, 2004 by the Company with the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) and 15(d) of the Exchange Act (the “Company SEC Document Documents”) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and did not as of its respective date 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 made therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent Company SEC Document has been revised or superseded superseded, including with updated information, by a later Parent filed Filed Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents (including the related notes and schedules thereto) comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations 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 present, in all material respects, the consolidated financial position of the Parent Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as Other than liabilities or obligations set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries or in the Parent notes thereto in the most recent consolidated financial statements of the Company included in any Company SEC Document filed by the Company and publicly available prior to the date of this Agreement (“Filed Company SEC Documents”) or incurred since June 30, 2006 in the Parent ordinary course of business, neither the Company nor any Company Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent Company and its consolidated Subsidiaries or in the notes theretothereto and that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) with respect to the Company SEC Documents and the statements contained in such certifications are complete and accurate. Except For purposes of this Agreement, “principal executive officer” and “principal financial officer” will have the meanings ascribed to such terms in SOX. None of the Company or any of its Subsidiaries has outstanding, or has since the effective date of Section 402 of SOX arranged any outstanding, “extensions of credit” to or for its agreement directors or executive officers of the Company in violation of Section 402 of SOX. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with Securities Transfer Corporation GAAP, consistently applied, (B) that receipts and expenditures are made only in accordance with the authorizations of management and directors and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to act ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the Parent’s stock transfer agentprincipal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) From the effective date of SOX applicable to the Company through the date of this Agreement, the Parent Company has no not received any written notification of any (A) “significant deficiency” or (B) “material weakness” in the Company’s internal controls over financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities reporting. To the Knowledge of the Parent) due after Company, there is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof. All liabilities . (h) None of the Parent shall have been paid off Company Subsidiaries is, or at any time since June 30, 2004 has been, subject to the reporting requirements of Sections 13(a) and shall in no event remain liabilities 15(d) of the ParentExchange Act. (i) To the Knowledge of the Company, there is no applicable accounting rule, consensus or pronouncement that, as of the date of this Agreement, has been adopted by the SEC, the Financial Accounting Standards Board or the Emerging Issues Task Force that is not in effect as of the date of this Agreement but that, if implemented, could reasonably be expected to have a Company Material Adverse Effect. (j) Since their respective applicable effective dates, the Company or has been in compliance with the Shareholders following the Closingapplicable requirements of SOX, in each case as in effect from time to time, except as could not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Readers Digest Association Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since December 31, 2011 (such documents, together with any documents filed during such period by the Company with the SEC on a voluntarily basis on Form 8-K or otherwise, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its their respective filing datedates, each the Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC DocumentDocument filed on or before the date of this Agreement, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (c) The consolidated financial statements of the Parent included contained in the Filed Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and (the published rules and regulations of the SEC with respect thereto, “Parent Financial Statements”) have been prepared from the books and records of Parent and in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and covered thereby. The Parent Financial Statements fairly present (i) the consolidated financial position of the Parent and its consolidated subsidiaries Subsidiaries as of the dates date thereof and (ii) the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of Parent and its Subsidiaries for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments)fiscal period covered thereby. (cd) Except as set forth for matters reflected or reserved against in the Parent SEC DocumentsFinancial Statements, the neither Parent nor any of its Subsidiaries has no any liabilities or obligations of any nature (whether accruedthat would be required under GAAP, absoluteas in effect on the date of this Agreement, contingent or otherwise) required by GAAP to be set forth reflected on a consolidated balance sheet of the Parent Company (including the notes thereto), except liabilities that (i) were incurred since the date of such balance sheet in the ordinary course of business consistent with past practice that are not material individually or in the notes theretoaggregate, (ii) are incurred in connection with the transactions contemplated by this Agreement, or (iii) would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agentFor purposes of clarity, the Parent has no financial or contractual obligations representations and liabilities (including warranties in this Section 6.5(d) shall not be deemed to extend to the substance of any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities specific portions of the Parent shall have been paid off representations and shall warranties qualified by “knowledge of Parent” in no event remain liabilities this Article 6, which substance is set forth exclusively in such specific portions of the Parent, the Company or the Shareholders following the Closingapplicable representations and warranties.

Appears in 1 contract

Samples: Merger Agreement (Dealertrack Technologies, Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reportsParent SEC Documents, schedulespursuant to Sections 13 and 15 of the Exchange Act, forms, statements and other documents required to be filed by the Parent with the SEC as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsDisclosure Schedule, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Schedule sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off or released and shall in no event remain liabilities of the Parent, the Company or the Shareholders Shareholder following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (Premier Oil Field Services, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Pubco has timely filed all reports, schedules, forms, statements and other documents as required to be filed by the Parent Securities and Exchange Commission (the "SEC") and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "PUBCO SEC Documents”) pursuant to Sections 13(aDOCUMENTS"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Pubco SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC DocumentDocuments, and did not contain none of the Pubco SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent Pubco SEC Documents Documents, to the knowledge of Pubco's management, contains any untrue statement of a material fact or omits to state any material fact or 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. The consolidated financial statements of the Parent Pubco included in the Parent such Pubco SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Pubco's independent accountants). (c) . Except as set forth in the Parent Pubco SEC Documents, at the Parent date of the most recent audited financial statements of Pubco included in the Pubco SEC Documents, Pubco has no not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a material adverse effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingPubco.

Appears in 1 contract

Samples: Share Exchange Agreement (XcelMobility Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, forms, statements forms and other documents required to be filed by the Parent with the SEC since January 1, 1997 (the "Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments. To Parent=s Knowledge, and did not contain none of the Parent SEC Documents contains any untrue statement of a material fact or omit omits 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. Except , except to the extent that information contained in any Parent SEC Document has such statements have been revised modified or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (b) The consolidated financial statements of the Parent included in the Parent SEC Documents comply complies as to form 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 the U.S. United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the respective periods shown indicated therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Filed Parent SEC Documents, Documents (as defined in Section 4.09) or in Section 4.07 of the Parent Disclosure Schedule, neither the Parent nor any Parent Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, 36 contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of the Parent and the consolidated Parent Subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation filed as a part thereof and which, individually or in the aggregate, would reasonably be expected to act as the have a Material Adverse Effect on Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities . (including any obligations to issue capital stock or other securities of the Parentc) due after the date hereof. All liabilities None of the Parent shall have been paid off and shall in no event remain liabilities Subsidiaries is independently subject to the informational reporting requirements of the Parent, the Company or the Shareholders following the ClosingExchange Act.

Appears in 1 contract

Samples: Merger Agreement (Amvestors Financial Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all required reports, schedules, forms, statements forms and other documents required to be filed by the Parent with the SEC since January 1, 1997 (the "Parent SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments. To Parent s Knowledge, and did not contain none of the Parent SEC Documents contains any untrue statement of a material fact or omit omits 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. Except , except to the extent that information contained in any Parent SEC Document has such statements have been revised modified or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. . (b) The consolidated financial statements of the Parent included in the Parent SEC Documents comply complies as to form 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 the U.S. United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the respective periods shown indicated therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Filed Parent SEC Documents, Documents (as defined in Section 4.09) or in Section 4.07 of the Parent Disclosure Schedule, neither the Parent nor any Parent Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of the Parent and the consolidated Parent Subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation filed as a part thereof and which, individually or in the aggregate, would reasonably be expected to act as the have a Material Adverse Effect on Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities . (including any obligations to issue capital stock or other securities of the Parentc) due after the date hereof. All liabilities None of the Parent shall have been paid off and shall in no event remain liabilities Subsidiaries is independently subject to the informational reporting requirements of the Parent, the Company or the Shareholders following the ClosingExchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amerus Life Holdings Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) since January 1, 2003 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the "Parent SEC Documents"). (b) As of its respective filing date, each Parent SEC Document complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Filed Parent SEC Document has been revised or superseded by a later filed Filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents (including the related notes and schedules thereto) comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations 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 present, in all material respects, the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth Other than liabilities or obligations (i) disclosed or provided for in the financial statements included in the Filed Parent SEC DocumentsDocuments or (ii) incurred since June 30, 2005 in the ordinary course of business, neither Parent nor any Parent Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent and its consolidated subsidiaries or in the notes thereto. Except for its agreement thereto and that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. (d) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, as applicable) has made all certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent SEC Documents, and Paxxxx xxx xxxxxered to the Company a summary of any disclosure made by Parent's management to Parent's auditors and audit committee referred to in such certifications. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings ascribed to such terms in the Sarbanes-Oxley Act. (x) Xxrent has no (i) designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to Parent, including its consolidated subsidiaries, that is required to be disclosed by Parent in the reports it files under the Exchange Act is made known to its principal executive officer and principal financial or contractual obligations and liabilities (including any obligations to issue capital stock officer or other securities appropriate members of management as appropriate to allow timely decisions regarding required disclosure; (ii) designed and maintained a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (A) that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (B) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on Parent's financial statements; (iii) due with the participation of Parent's principal executive and financial officers, completed an assessment of the effectiveness of Parent's internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2004, and such axxxxxxxxx xxxxluded that such internal controls were effective using the framework specified in Parent's Annual Report on Form 10-K for such year ended; and (iv) to the extent required by applicable Law, disclosed in such report or in any amendment thereto any change in Parent's internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, Parent's internal control over financial reporting. (f) Parent has disclosed, based on the most recent evaluation of internal control over financial reporting, to Parent's auditors and the audit committee of the Parent Board (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent's internal control over financial reporting. Parent has identified, based on the most recent evaluation of internal control over financial reporting, for Parent's auditors any material weaknesses in internal controls. Parent has provided to the Company true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide the Company true and correct copies of any such disclosure that is made after the date hereof. All liabilities . (g) None of the Parent shall have been paid off Subsidiaries is, or has at any time since January 1, 2003 been, subject to the reporting requirements of Sections 13(a) and shall in no event remain liabilities 15(d) of the Exchange Act. (h) As of the date of this Agreement, to the knowledge of Parent, there is no applicable accounting rule, consensus or pronouncement that has been adopted by the SEC, the Financial Accounting Standards Board, the Emerging Issues Task Force or any similar body but that is not in effect as of the date of this Agreement that, if implemented, would reasonably be expected to have a Parent Material Adverse Effect. (i) There are no pending (A) formal or, to the knowledge of Parent, informal investigations of Parent by the SEC, (B) to the knowledge of Parent, inspections of an audit of Parent's financial statements by the Public Company Accounting Oversight Board or (C) investigations by the audit committee of the Parent Board regarding any complaint, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. Parent will promptly provide to the Company or information as to any such matters that arise after the Shareholders following date hereof. (j) Since July 30, 2002, Parent has been in compliance in all material respects with the Closingapplicable requirements of the Sarbanes-Oxley Act in effect from time to time. (k) Sinxx xxx xxxx xx Parent's 2004 annual meeting of stockholders, Parent has been in compliance with the applicable corporate governance listing standards of the NYSE in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Whirlpool Corp /De/)

SEC Documents; Undisclosed Liabilities. (a) The Parent Since June 30, 2021, the Company has filed and furnished all material reports, schedules, forms, statements and other documents required to be filed or furnished by the Parent Company with the SEC (the “Parent SEC Documents”) on a timely basis pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (collectively, and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the date of their filing and prior to the date hereof, the “Company SEC Documents”). As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) As of its their respective SEC filing datedates, each Parent Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated by the SEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the Agreement Date, 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. Except ; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document; provided, further, that no representation is made as to the extent that information contained in accuracy of any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. forward-looking statements. (c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, any related notes and schedules) of the Parent Company included or incorporated by reference in the Parent Company SEC Documents comply when filed (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were prepared in all material respects in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iii) fairly present presented in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustmentsadjustments that are not, individually or in the aggregate, material). No financial statements of any Person are required by GAAP to be included in the consolidated financial statements of the Company. (cd) Except as set forth reflected or reserved against in the Parent consolidated balance sheet of the Company as of June 30, 2023, or the notes thereto, included in the Company SEC DocumentsDocuments (such balance sheet and the notes thereto, the Parent has no liabilities “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Parent Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company or any Company Subsidiary is a party (other than to the extent arising from a breach or acceleration thereof by the Company or any Company Subsidiary), (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the notes theretoaggregate, have a Company Material Adverse Effect. (e) The Company has established and maintains, and at all times since the date of the Company Balance Sheet, disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (i) are designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding disclosure and (ii) are effective in all material respects to perform the functions for which they were established. Except From the date of the filing of the Company’s Annual Report on Form 10-K for its agreement with Securities Transfer Corporation the fiscal year ended December 31, 2022 to act as the ParentAgreement Date, neither the Company nor the Company’s stock transfer agentauditors have identified (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, the Parent has no process, summarize and report financial information, (ii) any fraud, whether or contractual obligations and liabilities (including any obligations to issue capital stock not material, that involves management or other securities employees who have a significant role in the Company’s internal control over financial reporting or (iii) any claim or allegation regarding the foregoing. To the knowledge of the Parent) due after Company, there are no inquiries or investigations by the date hereof. All liabilities SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Parent shall have been paid off Company. The Company is in compliance in all material respects with the applicable listing and shall in no event remain liabilities other rules and regulations of Nasdaq. The books and records of the ParentCompany have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent accurate and complete copies of the minutes of all meetings and written consents of the Company Board and each committee thereof since January 1, 2019; provided that the Company shall not be obligated to furnish to Parent any minutes for portions of meetings to the extent they discuss the Transactions or alternative transactions considered by the Shareholders following Company Board. (f) The Company and the ClosingCompany Subsidiaries have not effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) or Regulation S-K under the Exchange Act).

Appears in 1 contract

Samples: Merger Agreement (POINT Biopharma Global Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since September 24, 2007, pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders Shareholder following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (World of Tea)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 1, 1996 (the “Parent "SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent Filed SEC DocumentDocument (as defined in Section 3.01(g)), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Company included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Parent Filed SEC Documents, neither the Parent Company nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent that, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate, would reasonably be expected to act as have a material adverse effect on the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the ClosingCompany.

Appears in 1 contract

Samples: Merger Agreement (Lukens Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed with the SEC all reports, schedules, forms, statements and other documents required pursuant to be filed the Securities Act and the Exchange Act since October 1, 1994 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Parent with "SEC Documents"). As of their respective dates, the SEC (the “Parent SEC Documents”) pursuant Documents complied as to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied form in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments. As of their respective dates, (i) none of the SEC Documents (including any and did not contain all financial statements included therein) filed pursuant to the Securities Act or any rule or regulation thereunder 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 not misleading and (ii) none of the SEC Documents (including any and all financial statements included therein) filed pursuant to the Exchange Act or any rule or regulation thereunder contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent filed SEC Document, none of the Parent SEC Documents (including any and all financial statements included therein) contains any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent Company included in the Parent all SEC Documents filed since October 1, 1994 (the "SEC Financial Statements") comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations 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 ). The SEC Financial Statements fairly present the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end recurring audit adjustments). (c) . Except as set forth disclosed in Section 3.01(e) of the Parent SEC DocumentsCompany Disclosure Schedule, neither the Parent Company nor any of its subsidiaries has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth recognized or disclosed on a consolidated balance sheet of the Parent Company and its subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as , except (i) liabilities reflected in the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities consolidated audited balance sheet of the ParentCompany as of September 30, 1996 or the notes thereto (the "1996 Balance Sheet"), (ii) due after liabilities disclosed in any SEC Document filed by the Company prior to the date hereof. All of this Agreement with respect to any period ending, or date occurring, after September 30, 1996 and (iii) liabilities incurred since September 30, 1996 in the ordinary course of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closingbusiness consistent with past practice.

Appears in 1 contract

Samples: Merger Agreement (Perkin Elmer Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Company with the SEC (the “Parent SEC Documents”) since January 1, 2003 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the "COMPANY SEC DOCUMENTS"). (b) As of its respective filing date, each Parent Company SEC Document complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and 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. Except to the extent that information contained in any Parent Filed Company SEC Document has been revised or superseded by a later Parent filed Filed Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents (including the related notes and schedules thereto) comply as to form 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 the U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations 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 present, in all material respects, the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth Other than liabilities or obligations (i) disclosed or provided for in the Parent financial statements included in the Filed Company SEC DocumentsDocuments or (ii) incurred since March 31, 2005 in the Parent ordinary course of business, neither the Company nor any Company Subsidiary has no any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Parent Company and its consolidated subsidiaries or in the notes thereto. Except for its agreement with Securities Transfer Corporation thereto and that, individually or in the aggregate, would reasonably be expected to act have a Company Material Adverse Effect. (d) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company, as applicable) has made all certifications required under Sections 302 and 906 of the Parent’s stock transfer agentSarbanes-Oxley Act of 2002 and the related rules and regulations prxxxxxxxxx xxxxeunder and under the Exchange Act (collectively, the "SARBANES-OXLEY ACT") with respect to the Company SEC Documents, and xxx Xxxxxxx xas delivered to Parent a summary of any disclosure made by the Company's management to the Company's auditors and audit committee referred to in such certifications. For purposes of the preceding sentence, "PRINCIPAL EXECUTIVE OFFICER" and "PRINCIPAL FINANCIAL OFFICER" shall have the meanings ascribed to such terms in the Sarbanes-Oxley Act. (x) Xxe Company has no (i) designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated subsidiaries, that is required to be disclosed by the Company in the reports it files under the Exchange Act is made known to its principal executive officer and principal financial or contractual obligations and liabilities (including any obligations to issue capital stock officer or other securities appropriate members of management as appropriate to allow timely decisions regarding required disclosure; (ii) designed and maintained a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the ParentExchange Act) due sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (A) that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (B) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company's financial statements; (iii) with the participation of the Company's principal executive and financial officers, completed an assessment of the effectiveness of the Company's internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended January 1, 2005, and such assxxxxxxx xxxxxxded that such internal controls were effective using the framework specified in the Company's Annual Report on Form 10-K for such year ended; and (iv) to the extent required by applicable Law, disclosed in such report or in any amendment thereto any change in the Company's internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. (f) The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company Board (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. The Company has identified, based on the most recent evaluation of internal control over financial reporting, for the Company's auditors any material weaknesses in internal controls. The Company has provided to Parent true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide Parent true and correct copies of any such disclosure that is made after the date hereof. All liabilities . (g) None of the Parent shall have been paid off Company Subsidiaries is, or has at any time since January 1, 2003 been, subject to the reporting requirements of Sections 13(a) and shall in no event remain liabilities 15(d) of the ParentExchange Act. (h) As of the date of this Agreement, to the knowledge of the Company, there is no applicable accounting rule, consensus or pronouncement that has been adopted by the SEC, the Financial Accounting Standards Board, the Emerging Issues Task Force or any similar body but that is not in effect as of the date of this Agreement that, if implemented, would reasonably be expected to have a Company Material Adverse Effect. (i) There are no pending (A) formal or, to the knowledge of the Company, informal investigations of the Company by the SEC, (B) to the knowledge of the Company, inspections of an audit of the Company's financial statements by the Public Company Accounting Oversight Board or (C) investigations by the audit committee of the Company Board regarding any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. The Company will promptly provide to Parent information as to any such matters that arise after the date hereof. (j) Since July 30, 2002, the Company or has been in compliance in all material respects with the Shareholders following applicable requirements of the ClosingSarbanes-Oxley Act in effect from time to time. (k) Sincx xxx xxxx xx the Company's 2004 annual meeting of stockholders, the Company has been in compliance with the applicable corporate governance listing standards of the NYSE in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Maytag Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Pubco has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent Pubco with the SEC (the “Parent "PUBCO SEC Documents”) pursuant to Sections 13(aDOCUMENTS"), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent Pubco SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC Document, and 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. Except to the extent that information contained in any Parent Pubco SEC Document has been revised or superseded by a later Parent filed Pubco SEC Document, none of the Parent Pubco SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Pubco included in the Parent Pubco SEC Documents comply as to form 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 the U.S. generally accepted accounting principles principals ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent Filed Pubco SEC Documents, the Parent Pubco has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent Pubco or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no The Pubco Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the ParentPubco) due after the date hereof. All As of the date hereof the Pubco has total liabilities of the Parent less than $1,000, all of which liabilities shall have been be paid off at or prior to the Closing and shall in no event remain liabilities of the ParentPubco, the Company Risetime or the Shareholders Stockholder following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (Green Star Mining Corp.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has filed or furnished all material reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC (the “Parent SEC Documents”) or furnished pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct by the Company with the SEC since January 1, 2012 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the date of their filing, the “Company SEC Documents”). (b) As of its their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing datedates (in the case of all other Company SEC Documents), each Parent Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date of this Agreement, 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. misleading (provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document). (c) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Parent Company included in the Parent Company SEC Documents comply when filed (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Parent Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (cd) Except as set forth reflected or reserved against in the Parent consolidated balance sheet of the Company, as of December 31, 2014, or the notes thereto, included in the Company SEC DocumentsDocuments (such balance sheet and the notes thereto, the Parent has no liabilities “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Parent Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (e) The Company has established and maintained disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act), as required by Rule 13a-15 under the Exchange Act. Except From the date of the filing of the Company’s Annual Report on Form 10-K for its agreement with Securities Transfer Corporation the fiscal year ended December 31, 2014 to act as the Parent’s stock transfer agentdate of this Agreement, the Parent has no Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or contractual obligations and liabilities (including ii) any obligations to issue capital stock fraud, whether or not material, that involves management or other securities employees who have a significant role in the Company’s internal control over financial reporting. (f) There are no outstanding loans or other extensions of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, credit made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Shareholders following Exchange Act) or director of the ClosingCompany. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Since January 1, 2012, (i) the Company has, to its knowledge, complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq and (ii) each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and Nasdaq, and the statements contained in any such certifications are complete and correct. (h) Since January 1, 2012, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any Company Subsidiary was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

Appears in 1 contract

Samples: Merger Agreement (Igate Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Stock is not currently registered pursuant to Section 12(b) or 12(g) of the Exchange Act, but Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles principals (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes theretothereto that are not so set forth. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All As of the date hereof, other than legal fees payable to the Law Offices of Sxxxxx X. Xxxxxxx for services rendered in connection with the Transactions, Parent has total liabilities of the Parent less than $5,000, all of which liabilities shall have been be paid off at or prior to the Closing and shall in no event remain liabilities of the Parent, the Company or the Shareholders Stockholder following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (United National Film Corp)

SEC Documents; Undisclosed Liabilities. (a) The Parent Company has timely filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by it after December 31, 1999 (such reports, schedules, forms, statements and other documents, together with amendments and supplements to such filings being hereinafter referred to as the Parent with the SEC (the “Parent "Company SEC Documents”) pursuant to Sections 13(a"), 14(a) and 15(d) of the Exchange Act. (b) . As of its their respective filing datedates, each Parent the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents, as of such dates, contained 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits omitted to state any 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. The consolidated financial statements of the Parent Company included in the Parent Company SEC Documents comply as to form 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 the U.S. generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (cb) Except as set forth in the Parent most recent financial statements included in the Filed Company SEC Documents, the Parent Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be reflected in such financial statements, and there is no existing condition, situation or set forth on of circumstances that could reasonably be expected to result in such a balance sheet of the Parent liability or obligation (including any claims, whether or not asserted, for royalty payments), that, individually or in the notes thereto. Except for its agreement with Securities Transfer Corporation aggregate, could reasonably be expected to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the a Company or the Shareholders following the ClosingMaterial Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Imagex Com Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent A. Nexus has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent filings with the SEC since May 5, 2008, pursuant to Sections 13 and 15 of the Exchange Act of 1934, as amended (the “Parent Exchange Act”), as applicable (the “Nexus SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) B. As of its respective filing date, each Parent Nexus SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Nexus SEC Document, and 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. Except to the extent that information contained in any Parent Nexus SEC Document has been revised or superseded by a later Parent filed Nexus SEC Document, none of the Parent Nexus SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated Except as set forth in the Nexus SEC Documents, the financial statements of the Parent Nexus included in the Parent Nexus SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries Nexus as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) C. Except as set forth in the Parent Nexus SEC Documents, as of the Parent date of filing thereof, Nexus has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent Nexus or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Nexus Biopharma Inc)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since April 4, 2006, pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders Shareholder following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (Volcan Holdings, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since November 26, 2008, pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the The Parent has no Disclosure Letter sets forth all financial or and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentparent) due after the date hereof. All As of the date hereof, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders Shareholder following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (Pioneer Power Solutions, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents as required to be filed by the U.S. Securities and Exchange Commission (the “SEC”) and Parent has delivered or made available to IneedMD all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each . The Parent SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentdocuments, and did not contain none of the Parent SEC Documents (including any and all consolidated financial statements included therein) as of such date 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent subsequent filing with the SEC Document(a copy of which has been provided to IneedMD prior to the date of this Agreement), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or 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. The consolidated financial statements of the Parent included in the such Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by the rules and regulations 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 the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Parent’s independent accountants). (c) . Except as set forth in the Parent SEC Documents, at the date of the most recent audited financial statements of Parent included in the Parent SEC Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has no incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent which, individually or in the notes thereto. Except for its agreement aggregate, could reasonably be expected to have a Material Adverse Effect with Securities Transfer Corporation respect to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 1 contract

Samples: Acquisition Agreement (Clutterbug Move Management, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Since January 1, 2017, the Company has filed and furnished all material reports, schedules, forms, statements and other documents required to be filed or furnished by the Parent Company with the SEC (the “Parent SEC Documents”) on a timely basis pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the date of their filing, the “Company SEC Documents”). As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) As of its their respective SEC filing datedates, each Parent Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated by the SEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date of this Agreement, 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. Except misleading (provided that the Company makes no representation or warranty with respect to the extent that information contained furnished in writing by Parent or Merger Sub specifically for inclusion or use in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. such document). (c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of the Parent Company included or incorporated by reference in the Parent Company SEC Documents when filed or to be included (i) complied, or will comply when filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were, or when filed will be, prepared in all material respects in accordance with the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iii) fairly present presented, or will present, in all material respects the consolidated financial position of the Parent and its consolidated subsidiaries Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments). (cd) Except as set forth reflected or reserved against in the Parent consolidated balance sheet of the Company as of September 30, 2018, or the notes thereto, included in the Company SEC DocumentsDocuments (such balance sheet and the notes thereto, the Parent has no liabilities “Company Balance Sheet”), the Company and the Company Subsidiary do not have any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, which the Company or the Shareholders following Company Subsidiary is a party (other than to the Closingextent arising from a breach thereof by the Company or the Company Subsidiary), (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that are not, individually or in the aggregate, material to the Company. (e) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (i) are designed to ensure that material information relating to the Company and the Company Subsidiary is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared and (ii) are effective in all material respects to perform the functions for which they were established. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 to the date of this Agreement, the Company’s auditors have not identified to the audit committee of the Company Board (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of Nasdaq. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent accurate and complete copies of the minutes of all meetings (and, in the case of the Company Board or any committee thereof, copies of all written consents) of stockholders, the Company Board and each committee thereof since January 1, 2017; provided that the Company shall not be obligated to furnish to Parent any written consents or minutes for meetings or portions of meetings to the extent they discuss the Transactions or alternative transactions considered by the Company Board. (f) The Company and the Company Subsidiary have not effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) or Regulation S-K under the Exchange Act).

Appears in 1 contract

Samples: Merger Agreement (Loxo Oncology, Inc.)

SEC Documents; Undisclosed Liabilities. (a) The Parent Shell Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent it with the SEC (the “Parent SEC Documents”) since March 23, 2010, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActAct (the “SEC Reports”). (b) As of its respective filing date, each Parent the SEC Document Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent the SEC Document, and 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 misleadingReports. Except to the extent that information contained in any Parent the SEC Document Reports has been revised or superseded by a later Parent any report, schedule, form, statement or other document filed by Shell Company with the SEC Documentsubsequent to the filing of such revised or superseded information, none of the Parent SEC Documents Reports contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent Shell Company included in the Parent SEC Documents Reports comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Shell Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC DocumentsReports, the Parent Shell Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a balance sheet of the Parent Shell Company or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parentsecurities) due after the date hereof. All liabilities of the Parent Shell Company shall have been paid off and shall in no event remain liabilities of the ParentShell Company, the Company Square C or the Square C Shareholders following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (CC Jewelry Co., Ltd.)

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since January 27, 2001 (the “Parent SEC Documents”) pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form 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 the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

Appears in 1 contract

Samples: Share Exchange Agreement (Fashion Tech International Inc)

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