SEC Filings; Financial Information. (a) Pubco has filed with the SEC each report, statement, schedule or registration statement or other filing required by applicable Law to be filed by Pubco at or prior to the time so required since January 1, 2019 (the “Pubco SEC Filings”). As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Pubco SEC Filing complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Pubco SEC Filing filed pursuant to the Exchange Act contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each case after taking into account any amendments and supplements to correct any untrue statements or omissions. No Pubco SEC Filing that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained (or incorporated by reference) in the Pubco SEC Filings (i) present fairly, in all material respects, the combined financial position of the Pubco Entities as of the dates thereof and the results of operations and cash flows of the Pubco Entities for the periods covered thereby (subject, in the case of unaudited statements, to normal and recurring year-end adjustments that have not had, and would not, individually or in the aggregate, reasonably be expected to have, a Pubco Material Adverse Effect); and (ii) were prepared in accordance with GAAP as applied by Pubco (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC).
(c) Pubco has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with...
SEC Filings; Financial Information. 5.10.1. Buyer has made available to Seller (a) Buyer's Registration Statement No. 333-41486 including the Prospectus contained therein and all amendments thereto and prospectus supplements thereto prior to the date of this Agreement, (b) Buyer's Form 10-Q for each of the quarters ended June 30, 2000, September 30, 2000, and December 31, 2000, (c) all Form 8-Ks filed subsequent to December 31, 2000, and (d) Buyer's Registration Statement No. 333-54394 including all amendments thereto (the "Current Filings"). The Current Filings, as of the date of the filing thereof, 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.
5.10.2. The financial information of Buyer and its subsidiaries contained in the Current Filings fairly present in all material respects, as of the dates thereof and for the periods then ended, the financial condition and results of operation of Buyer and its consolidated subsidiaries in conformity with GAAP (except as indicated in the notes thereto), subject to normal year-end adjustments with respect to unaudited financial statements.
SEC Filings; Financial Information. (a) Buyer has filed with the SEC and made available to the Sellers the IOI Securities Filings. The IOI Securities Filings (i) were prepared in all material respects in accordance with the requirements of the Securities Act and (ii) did not at the time of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the IOI Securities Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents in all material respects the consolidated financial position of the Buyer and its consolidated subsidiaries as at the respective dates thereof and the consolidated statements of income and case flows for the periods indicated.
SEC Filings; Financial Information. (a) Buyer has delivered to the Sellers Amendment No. 2 to the Registration Statement on Form S-4 filed by Charter Communications Holdings, LLC with the SEC (File No. 333-77499) on June 21, 1999 (the "CCH S-4"). Other than with respect to information regarding the transactions contemplated by this Agreement, the CCH S-4, as of the date hereof 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.
(b) The pro forma system cash flow information for Buyer and its subsidiaries (giving pro forma effect to the Pending Buyer Acquisitions and the transactions contemplated herein) attached as Schedule 4.12(b) have been prepared in good faith on the basis of assumptions believed by Buyer to be reasonable.
SEC Filings; Financial Information. (a) Buyer is a publicly traded company that is listed on The NASDAQ Stock Market LLC under the ticker symbol “LNET” and files reports, registration and proxy statements and other information with the SEC on its EXXXX System, all of which are available to Seller over the internet at the SEC’s web site at hxxx://xxx.xxx.xxx.
(b) Buyer has delivered or made available to Seller (i) Buyer’s Form 10-Q for the quarter ended June 30, 2006, (ii) all Form 8-Ks filed subsequent to June 30, 2006, (iii) Form 10-K for the year ended December 31, 2005, (iv) any Proxy Statements for Annual Meetings of Stockholders held in 2005 and 2006 and (v) any Registration Statements filed by Buyer including the prospecti contained therein and all amendments and prospectus supplements thereto, specified on Schedule 5.11 (collectively, the “Current Filings”) in which information, risks and facts about Buyer are set forth.
(c) The Current Filings, as of the date of the filing thereof 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 and taking into account any subsequent filings made to amend, supplement or that had the effect of superceding any information included in a prior Current Filing.
(d) The financial information for Buyer and its subsidiaries contained in the Current Filings fairly present in all material respects, as of the dates thereof and for the periods then ended, the financial position and results of operations of Buyer and its consolidated subsidiaries in conformity with GAAP (except as indicated in the notes thereto), subject to normal year-end adjustments (that are not material, either individually or in the aggregate) with respect to unaudited financial statements.
SEC Filings; Financial Information. (a) The Company has filed with the SEC and made available to the Parent all forms, reports and documents required to be filed with the SEC (the "Company SEC Reports"). The Company SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated statements of income and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal
SEC Filings; Financial Information. CCI has filed with the SEC (i) CCI's quarterly report on Form 10-Q for the quarter ended September 30, 1999, including all amendments thereto; and (ii) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since September 30, 1999 (the documents referred to in this Section 4.12(a), as amended, collectively, the "CCI SEC Documents").
SEC Filings; Financial Information. (a) As of the date of this Agreement, Parent, and as of the Closing Date, neither Splitco nor any of its subsidiaries, are subject to the reporting requirements of Section 13(a) or
SEC Filings; Financial Information. (a) As of the date of this Agreement, Parent, and as of the Closing Date, neither Splitco nor any of its subsidiaries, are subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. With respect to the Business only, Parent has not filed any reports, schedules, forms, statements and other documents with the SEC since January 1, 2007 which, as of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact with respect to the Business 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 with respect to the Business. Table of Contents
(b) Splitco is not an identified reporting unit of Parent. As a result, financial statements prepared for Splitco are not prepared as part of Parent’s normal reporting process. Schedule 8.9(b) sets forth (i) the unaudited pro forma schedule of revenues, expenses and net contribution for Splitco for the fiscal years ended December 31, 2004, December 31, 2005 and December 31, 2006, (ii) the unaudited statement for Splitco of the net book value of property, plant and equipment, spare parts, and inventory as of December 31, 2006 (with (i) and (ii) together comprising the “Annual Financial Information”), (iii) the unaudited pro forma schedule of revenues, expenses and net contribution for Splitco for the 39-week period ended September 30, 2007, and (iv) the unaudited statement for Splitco of the net book value of property, plant and equipment, spare parts, and inventory as of September 30, 2007 (the “Interim Balance Sheet”; the financial statements described in clauses (iii) and (iv), together with the Annual Financial Information, the “Financial Information”).
(c) The Financial Information has been compiled by management from source documentation subject to the controls and procedures of Parent’s accounting systems. This source documentation is prepared in accordance with the internal accounting policies used by Parent for external reporting purposes, which are consistent with GAAP, subject to normal year-end adjustments and subject to the omission of footnotes.
(d) The books, records and other financial reports of Parent relating to the operations of Splitco used by Parent as source documentation for the Financial Information are correct in all m...
SEC Filings; Financial Information. (a) Buyer has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by Buyer since January 1, 2007 (the “Buyer SEC Documents”). As of their respective dates of filing (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Buyer SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and none of the Buyer SEC Documents 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 light of the circumstances under which they were made, not misleading.
(b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Buyer included in the Buyer SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with U.S. 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 indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments).
