SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount). (c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 3 contracts
Samples: Merger Agreement (Usa Networks Inc), Merger Agreement (Ticketmaster Group Inc), Merger Agreement (Usa Networks Inc)
SEC Filings; Financial Statements. (a) Since January 1, 2010, Parent has made available to the Company filed or furnished on a correct timely basis all forms, reports, schedules, statements, certifications (including all exhibits, amendments and complete copy of each report, schedule, registration statement supplements thereto) and definitive proxy statement filed by Parent all other information incorporated therein and other documents with the SEC on that have been required to be filed or after January 1furnished, 1997 and respectively, by it under applicable Laws prior to the date hereof. As of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be time it was filed by Parent with the SEC since January 1(or, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Date, then on the date of such filing) (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or will not at the time they are filed contain Exchange Act (as the case may be) and (ii) none of the Parent 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 madetherein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by Rule 13a-14 of the Exchange Act, provided, however, that no representation is made with respect and Section 906 of the Xxxxxxxx-Xxxxx Act relating to information included in the Parent SEC Reports that was provided in writing Documents are accurate and complete, and complied as to form and content with all applicable Laws as of the date of such filing (or, if amended or superseded by a filing prior to the Company. None Agreement Date, then on the date of Parent's subsidiaries is required to file any reports or other documents with the SECsuch filing).
(b) Each of the consolidated The financial statements (including, in each case, including any related notes theretonotes) contained in the Parent SEC Reports Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, had been (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by Form 8-K of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount) and each (iii) fairly presented present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in consolidated Subsidiaries for the Parent SEC Reports filed with the SEC prior to the date periods covered thereby. For purposes of this Agreement or provided for in Parent's Agreement, "Parent Balance Sheet" means that consolidated balance sheet (of Parent and related notes thereto) its consolidated Subsidiaries as of December 31, 1996 2011 set forth in Parent's Annual Report on Form 10-K filed in with the SEC and the "Parent SEC Reports or (ii) incurred since Balance Sheet Date" means December 31, 1996 2011. No financial statements of any Person other than Parent and the Subsidiaries of Parent included in the ordinary course consolidated financial statements of business, none Parent are required by GAAP to be included in the consolidated financial statements of which are material to the business, results of operations or financial condition Parent. The books and records of Parent and its subsidiariesSubsidiaries have been, taken as a wholeand are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Merger Agreement (SRS Labs Inc), Merger Agreement (Dts, Inc.)
SEC Filings; Financial Statements. (a) Parent The Company has made available to the Company Parent a correct and complete copy of each report, schedule, registration statement (but only such registration statements that have become effective prior to the date hereof) and definitive proxy statement filed by Parent the Company with the SEC on or after January 1, 1997 since the date of its initial public offering and prior to the date of this Agreement (the "Parent Company SEC Reports"), which are all the forms, reports and documents required to be filed by Parent the Company with the SEC since January 1, 1997such date. As of their respective dates, the Parent Company SEC Reports and any forms, reports and other documents filed by Parent and Sub the Company with the SEC after the date of this Agreement (i) complied or will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent Company SEC Reports that was provided in writing by the CompanyParent or Sub. None of Parentthe Company's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Company SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) ), and each fairly presented the consolidated financial position of Parent the Company and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of Neither the Parent Disclosure Letter, neither Parent Company nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent the Company and its subsidiaries taken as a whole, except liabilities (i) set forth in Section 3.7 of the Parent Company Disclosure Letter or the Company SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parentthe Company's balance sheet (and related notes thereto) as of December January 31, 1996 1997 filed in the Parent Company SEC Reports Reports, or (ii) incurred since December January 31, 1996 1997 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent the Company and its subsidiaries, taken as a wholewhole or (iii) arising out of or incurred in connection with (x) this Agreement or the transactions contemplated hereby or (y) an Approved Matter.
Appears in 3 contracts
Samples: Merger Agreement (Usa Networks Inc), Merger Agreement (Usa Networks Inc), Merger Agreement (Ticketmaster Group Inc)
SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Parent since its inception with the SEC on or after January 1(collectively, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"). The Parent SEC Reports, which are including all the forms, reports and documents required to be filed by Parent with the SEC since January 1after the date hereof and prior to the Effective Time, 1997. As (i) were and, in the case of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or hereof, will comply be, prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not at as of the time they are filed filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements madein such Parent SEC Reports, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries the Subsidiaries of Parent is required to file any reports forms, report, schedules or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in the Parent SEC Reports, including any Parent SEC Reports filed between the date of this Agreement and the Closing, complied or will comply, as to form of its respective date, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its the operations and cash flows of Parent and its consolidated Subsidiaries for the periods indicated (subjectindicated, in the case of the except as otherwise explained therein and except that any unaudited interim financial statements, statements are subject to normal audit and recurring year-end adjustments which were have not been made and are not expectedexpected to be material in amount, individually or in the aggregate. The audited balance sheet of Parent contained in the Parent SEC Report on Form 10-K for the fiscal year ended December 31, 2003 is referred to be material in amount)herein as the "Parent Balance Sheet."
(c) Except The chief executive officer and chief financial officer of Parent have made all certifications required by, and would be able to make such certifications as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any date hereof and as of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature the Closing Date as if required to be disclosed on a balance sheet or in made as of such dates pursuant to, Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent rules and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with regulations promulgated by the SEC prior to and the date statements contained in any such certifications are complete and correct, and Parent is otherwise in compliance with all applicable effective provisions of this Agreement or provided for in Parent's balance sheet (the Xxxxxxxx-Xxxxx Act and related notes thereto) as the applicable listing standards and corporate governance rules of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeNYSE.
Appears in 2 contracts
Samples: Merger Agreement (Advanced Medical Optics Inc), Agreement and Plan of Merger (Visx Inc)
SEC Filings; Financial Statements. (a) Parent ValueVision has filed and made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are National Media all the forms, reports and documents filed or required to be filed by Parent ValueVision with the SEC since January 1, 1997. As of their respective dates1995 (collectively, the Parent "ValueVision SEC Reports"). Except as set forth on the ValueVision Disclosure Schedule, the ValueVision SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) at the time filed, complied or will comply in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ValueVision SEC Reports or necessary in order to make the statements madein such ValueVision SEC Reports, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of ParentValueVision's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Parent ValueVision SEC Reports complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited statements, as permitted by in conformity with the requirements of Form 10-Q or under the Exchange Act regulations promulgated by the SECAct) and each fairly presented in all material respects the consolidated financial position of Parent ValueVision and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit and recurring year-end adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a . The audited balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) ValueVision as of December January 31, 1996 filed in 1997 is referred to herein as the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole"ValueVision Balance Sheet."
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Valuevision International Inc), Agreement and Plan of Reorganization and Merger (National Media Corp)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct All statements, reports, schedules, forms and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and other documents required to be have been filed by Parent Marvell or any of its officers with the SEC since January 1February 3, 19972018 have been so filed on a timely basis. Other than HoldCo, none of Marvell’s Subsidiaries is required to file any documents with the SEC. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents time it was filed by Parent and Sub after the date of this Agreement (i) complied or will comply in all material respects with the requirements of the Securities Act or the Exchange ActSEC (or, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) or will not at each registration statement, proxy statement, Certification and other statement, report, schedule form and other document filed by Marvell with the time they are filed contain SEC since February 3, 2018, and each amendment thereto (the “Marvell SEC Reports”), complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Marvell SEC Reports 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 madetherein, in the light of the circumstances under which they were made, not misleading. With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Marvell SEC Reports, providedthe principal executive officer and principal financial officer of Marvell have made all Certifications, howeverand the statements contained in each Certification were accurate and complete as of its date. As of the date of this Agreement, that there are no representation is made unresolved comments issued by the staff of the SEC with respect to information included in any of the Parent Marvell SEC Reports. As of the date of this Agreement, to the Knowledge of Marvell, none of the Marvell SEC Reports that was provided in writing is the subject of any ongoing review by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the The consolidated financial statements (including, in each case, including any related notes theretoand auditor reports) contained or incorporated by reference in the Parent Marvell SEC Reports Reports: (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, had been ; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited financial statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (iii) and each fairly presented present in all material respects the consolidated financial position of Parent Marvell and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of Marvell and its consolidated Subsidiaries for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)covered thereby.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Marvell Technology Group LTD), Agreement and Plan of Merger and Reorganization (INPHI Corp)
SEC Filings; Financial Statements. (a) Parent has made available to the Company (through reference to documents filed by XXXXX or otherwise) a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1since December 31, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997such date. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (iA) complied or will comply were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, and except that unaudited statements do not contain footnotes in the case of the unaudited statementssubstance or form required by GAAP, as is permitted by Form 10-Q or of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its their operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)year-end adjustments.
(c) Except as disclosed in Section 4.7 Parent has previously furnished to Company a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Telcom Semiconductor Inc), Agreement and Plan of Reorganization (Microchip Technology Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, schedules, statements and other documents required to be filed by Parent with the SEC since January 1November 30, 1997. As of their respective dates1998 (collectively, the "Parent SEC Reports"). The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) at the time filed, complied or will comply in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements madein such Parent SEC Reports, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is Subsidiaries are required to file any reports forms, reports, schedules, statements or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) notes), contained in the Parent SEC Reports, including any Parent SEC Reports complied filed after the date of this Agreement until the Closing, complied, as to form of its respective date, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit and recurring year-end adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Media 100 Inc), Merger Agreement (Digital Origin Inc)
SEC Filings; Financial Statements. (a) Parent Cyrk has filed and made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are Simon all the forms, reports and documents required to be filed by Parent Cyrk with the SEC Securities and Exchange Commission (the "SEC") since January 1its initial public offering on July 7, 1997. As of their respective dates1993 (collectively, the Parent "Cyrk SEC Reports"). The Cyrk SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply were prepared in all material respects accordance, and complied, with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are 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 madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of ParentCyrk's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Parent Cyrk SEC Reports Reports, including any form, report or document filed with the SEC after the date of this Agreement and prior to the Closing, complied or will comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC) and each fairly presented present the consolidated financial position of Parent Cyrk and its consolidated subsidiaries in all material respects Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statement was or is subject to normal audit or recurring year-end adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a . The audited balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) Cyrk as of December 31, 1996 filed in is referred to herein as the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole"Cyrk Balance Sheet."
Appears in 2 contracts
Samples: Merger Agreement (Brown Allan), Merger Agreement (Brown Allan)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each reportfiled all forms, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the formsstatements, reports and documents required to be filed or, if permissible, furnished by Parent it with the SEC since January 1December 31, 1997. As of their respective dates2001 (collectively, the “Parent SEC Reports”). The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply were prepared in all material respects accordance with either the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable theretopromulgated thereunder, and (ii) did not not, at the time they were filed (or filed, or, if amended or superseded by a filing prior to the date amended, as of this Agreement then on the date of such filing) or will not at the time they are filed 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 mademade therein, in the light of the circumstances under which they were made, not misleading. As of its filing date, provided, however, that no representation is made with respect to information included in the each Parent SEC Reports that was provided Report complied as to form in writing by all material respects with the Company. None applicable requirements of Parent's subsidiaries the Securities Act and the Exchange Act as the case may be, and no Parent Subsidiary is required to file any reports form, report or other documents document with the SECSEC pursuant to the Exchange Act.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC) and each fairly presented presents, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of the unaudited interim financial statements, to normal audit year-end adjustments of a generally recurring nature).
(c) Except as and to the extent set forth in the Parent SEC Reports filed by Parent prior to the date hereof, neither Parent nor any Parent Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for (i) their performance obligations under Contracts existing on the date hereof or under applicable Law, in each case to the extent arising after the date hereof, (ii) liabilities and obligations incurred in the ordinary course of business since the Audit Date and (iii) liabilities and obligations which, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement, and which were in each case, would not and are not reasonably be expected, individually or in the aggregate, to be material in amount)have a Parent Material Adverse Effect.
(cd) Except as disclosed in Parent 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 4.7 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any Parent SEC Report and has made such certifications and statements filed prior to the date hereof available to Parent. Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent and the Parent Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. Section 4.07(d) of the Parent Disclosure LetterSchedule lists, neither and Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes made available to the consolidated financial statements prepared Company, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in accordance with GAAP this Section 4.07, the term “file” shall be broadly construed to include any manner in which area document or information is furnished, individually supplied or in the aggregate, material otherwise made available to the business, results SEC.
(e) The management of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to has disclosed, based on its most recent evaluation as of the date of this Agreement Agreement, to the Parent’s outside auditors and the audit committee of the Board of Directors of the Parent (i) all significant deficiencies and all material weaknesses in the design or provided for operation of internal control over financial reporting (as defined in Parent's balance sheet (and related notes theretoRule 13a-15(f) of the Exchange Act) known to Parent as of December 31the date of such evaluation which are reasonably likely to materially and adversely affect the Parent’s ability to record, 1996 filed in the Parent SEC Reports or process, summarize and report financial data, and (ii) incurred since December 31any fraud, 1996 whether or not material, that involved management or other employees who have a significant role in the ordinary course of business, none of which are material to the business, results of operations or Parent’s internal controls over financial condition of Parent and its subsidiaries, taken as a wholereporting.
Appears in 2 contracts
Samples: Merger Agreement (Commonwealth Industries Inc/De/), Merger Agreement (Imco Recycling Inc)
SEC Filings; Financial Statements. SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (aincluding exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2006. Parent has made available to the Company a correct all such registration statements, prospectuses, reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement other documents in the form filed by Parent with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC on Reports.” As of their respective dates, or, if amended or after January 1, 1997 and supplemented prior to the date of this Agreement (the "Parent SEC Reports")Agreement, which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997. As as of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement such amendment or supplement, each Parent SEC Report (i) complied or will comply in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, to such Parent SEC Reports and (ii) did not at the time they were it was filed (or became effective in the case of a registration statement), or if amended amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing) , amendment or will not at the time they are filed supplement, 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 madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries ’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Merger Agreement (Pharmacopeia Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1June 17, 1997 and prior to the date of this Agreement 1999 (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997that date. As of their respective dates, the Parent SEC Reports (A) were prepared in accordance and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable theretoto such Parent SEC Reports, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filingfiling and as so amended or superceded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries Subsidiaries is required to file any reports or other documents with the SEC.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount)have a Material Adverse Effect on Parent.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Mail Com Inc), Merger Agreement (Mail Com Inc)
SEC Filings; Financial Statements. (a) 7.2.1. Parent has timely filed all required forms, reports and documents with the SEC since becoming a SEC reporting company on September 19, 2000, each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the dates such forms, reports, and documents were filed. Parent has made available to the Company a correct and each of the Company Stockholders accurate and complete copy copies (excluding copies of exhibits) of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 between such date and prior to the date of this Agreement (the "Parent SEC ReportsDocuments"), which are all . As of the forms, reports and documents required to be time it was filed by Parent with the SEC since January 1(or, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed contain any untrue statement each of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided Documents, including any financial statements or schedules included or incorporated by reference therein, complied in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents all material respects with the SECapplicable requirements of the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (as the case may be).
(b) Each of the 7.2.2. The consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, had been ; (ii) were prepared in accordance with GAAP US generally accepted accounting principles applied on a consistent basis throughout the periods involved covered; and (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECiii) and each fairly presented present the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in for the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeperiods covered thereby.
Appears in 2 contracts
Samples: Merger Agreement (Viryanet LTD), Merger Agreement (Ge Capital Equity Investments Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1December 31, 1997 and prior to the date of this Agreement 1999 (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1December 31, 19971999. As of their respective dates, the The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (iA) complied or will comply in all material respects as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are 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 madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit and recurring year-end adjustments which that were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 Parent has previously furnished to Company a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netopia Inc), Agreement and Plan of Reorganization (Proxim Inc /De/)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, statements and documents required to be filed by Parent it (A) with the SEC and the NNM since January 1March 2, 1997. As of their respective dates1998 (collectively, together with any such forms, reports, statements and documents Parent may file subsequent to the date hereof until the Closing, the "PARENT REPORTS") and (B) with any other Governmental Entities. Each Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Report (i) complied or will comply was prepared in all material respects accordance with the requirements of the Securities Act, the Exchange Act or the Exchange ActNNM, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are it was 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 mademade therein, in the light of the circumstances under which they were made, not misleading. Each form, providedreport, however, that no representation statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Parent Subsidiary is made with respect subject to information included in the Parent SEC Reports that was provided in writing by periodic reporting requirements of the Company. None of Parent's subsidiaries is Exchange Act or required to file any reports form, report or other documents document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form was, and, in all material respects with applicable accounting requirements and with the published rules and regulations case of reports filed after the SEC with respect theretodate hereof (the "SUBSEQUENT REPORTS") will be, had been prepared in accordance with U.S. GAAP (except, in the case of unaudited financial statements, for the absence of footnotes and subject to normal year end adjustments, which adjustments are not material) applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto orthereto) and each presented, and in the case of the unaudited statementsSubsequent Reports, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) will present, fairly and each fairly presented accurately the consolidated financial position of Parent and its consolidated subsidiaries in all material respects the Parent Subsidiaries as at the respective dates thereof thereof, and the their consolidated results of its operations operations, stockholders' equity and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amountrecurring immaterial year-end adjustments).
(c) Except as disclosed in Section 4.7 and to the extent set forth or reserved against on the consolidated balance sheet of Parent and the Parent Disclosure LetterSubsidiaries as of June 30, 2000 as reported in the Parent Reports, neither Parent nor any of its subsidiaries Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, accrued, contingent or otherwise), except for (i) of a nature required to be disclosed on a balance sheet liabilities or in the related notes to the consolidated financial statements prepared in accordance with GAAP obligations which arewould not, individually or in the aggregate, material reasonably be expected to the businesshave a Parent Material Adverse Effect, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) liabilities or obligations which were incurred since December 31, 1996 in the ordinary course of businessbusiness consistent with past practice since June 30, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole2000.
Appears in 2 contracts
Samples: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each reporttimely filed all registration statements, scheduleprospectuses, registration statement and forms, reports, definitive proxy statement filed by Parent with the SEC on or after January 1statements, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports schedules and documents required to be filed by Parent with it under the SEC Securities Act or the Exchange Act, as the case may be, since January 1December 31, 1997. As of their respective dates2003 (collectively, the “Parent SEC Reports and any forms, reports and other documents filed by Filings”). Each Parent and Sub after the date of this Agreement SEC Filing (i) as of the time it was filed, complied or or, if filed subsequent to the date hereof, will comply comply, 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 thereunder applicable thereto, and (ii) did not not, at the time they were it was filed, or, if filed (or if amended or superseded by a filing prior subsequent to the date of this Agreement then on the date of such filing) or hereof, will not at the time they are filed 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 mademade therein, in light of the circumstances under which they were or will be made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoFilings was, had been or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orand, in the case of the unaudited quarterly financial statements, as permitted by Form 10-Q or under the Exchange Act regulations promulgated by Act) on a consistent basis throughout the SEC) periods indicated (except as may be indicated in the notes thereto), and each presented, or will present, fairly presented the consolidated financial position position, results of operations and cash flows of Parent and its the consolidated subsidiaries in all material respects Subsidiaries of Parent as at of the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein (subject, in the case of the unaudited interim financial statements, to normal audit year-end adjustments which were did not and are not expectedwould not, individually or in the aggregate, to be have a Material Adverse Effect). The books and records of Parent and each of its Subsidiaries have been, and are being, maintained in accordance with applicable material in amount)legal and accounting requirements.
(c) Except as disclosed in Section 4.7 and to the extent set forth on the consolidated balance sheet of Parent and its consolidated Subsidiaries as of December 31, 2003 (the “Parent Disclosure LetterBalance Sheet”), neither none of Parent nor any of its subsidiaries consolidated Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a nature that would be required to be disclosed reflected on a balance sheet or in the related notes to the consolidated financial statements thereto prepared in accordance with GAAP which areGAAP, except for liabilities or obligations incurred in the ordinary course of business since December 31, 2003 that would not, individually or in the aggregate, material have a Material Adverse Effect.
(d) Each required form, report and document containing financial statements that Parent has filed with or furnished to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in 2003 was accompanied by the ordinary course of business, none of which are material certifications required to be filed or furnished by Parent’s chief executive officer and chief financial officer pursuant to the businessXxxxxxxx-Xxxxx Act of 2002 and at the time of filing or submission of each such certification, results such certification (i) was true and accurate and complied with the Xxxxxxxx-Xxxxx Act, (ii) did not contain any qualifications or exceptions to the matters certified therein, except as otherwise permitted under the Xxxxxxxx-Xxxxx Act, and (iii) has not been modified or withdrawn. Neither Parent nor any of operations its officers has received notice from any Governmental Entity questioning or financial condition challenging the accuracy, completeness, content, form or manner of filing or furnishing of such certifications. Parent’s disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Exchange Act) effectively enable Parent to comply with, and the appropriate officers of Parent and its subsidiariesto make all certifications required under, taken as a wholethe Xxxxxxxx-Xxxxx Act.
Appears in 2 contracts
Samples: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Sorrento Networks Corp)
SEC Filings; Financial Statements. (a) Parent The Company has made available to the Company Parent a correct and complete copy of each report, schedule, registration statement (but only such registration statements that have become effective prior to the date hereof) and definitive proxy statement filed by Parent the Company with the SEC on or after since January 1, 1997 2002 and prior to the date of this Agreement (the "Parent Company SEC Reports"), which are all the forms, reports and documents required to be filed by Parent the Company with the SEC since January 1such date; provided that, 1997if the Company amends any of the Company SEC Reports, such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As of their respective dates, the Parent Company SEC Reports and any forms, reports and other documents filed by Parent and Sub the Company with the SEC after the date of this Agreement (i) complied or will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent Company SEC Reports that was provided in writing by the CompanyParent or Sub. None of Parentthe Company's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Company SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) ), and each fairly presented the consolidated financial position of Parent the Company and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Ticketmaster), Merger Agreement (Hotels Com)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 2002 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1such date; provided that, 1997if Parent amends any of the Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Ticketmaster), Merger Agreement (Hotels Com)
SEC Filings; Financial Statements. (a) Parent has filed and made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 19972004 (collectively, the “Parent SEC Reports”). As Each of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) at the time filed, complied or will comply in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were it was filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Report or necessary in order to make the statements madein such Parent SEC Report, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries ’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Parent SEC Reports complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC) and each fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its their operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit and recurring year end adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a . The audited balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in 2006 is referred to herein as the “Parent Balance Sheet.” For each period covered by the Parent SEC Reports or (ii) incurred since December 31Reports, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition books and records of Parent and its subsidiariesSubsidiaries have been, taken as a wholeand are being, maintained, in all material respects, in accordance with generally accepted accounting principles, consistently applied, and all other legal and accounting requirements.
Appears in 2 contracts
Samples: Merger Agreement (Grant Prideco Inc), Merger Agreement (National Oilwell Varco Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January October 1, 1997 and prior to the date of this Agreement 1999 (the "Parent PARENT SEC ReportsREPORTS"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January October 1, 1997. As of their respective dates, the Parent SEC Reports 1999 and any forms, reports and other documents filed by Parent and Sub after prior to the date of this Agreement Agreement. The Parent SEC Reports (iA) complied or will comply 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 thereunder applicable thereto, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been (ii)was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, or as may be permitted by Form 10-Q or Form 10-K of the Exchange Act regulations promulgated by the SECAct) and each (iii) fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements may not contain footnotes and were or are subject to normal audit adjustments which were not and are not expectedrecurring year-end adjustments. For purposes of this Agreement, individually or the Parent balance sheet as of March 31, 2001 (the "Parent Balance Sheet Date") as set forth in the aggregateParent's Form 10-Q for the quarter ended March 31, 2001 shall be referred to be material in amount)as the "PARENT BALANCE SHEET."
(c) Except as disclosed in Section 4.7 Parent has previously furnished to Company a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems Inc)
SEC Filings; Financial Statements. (a) Parent has made available to filed with the Company a correct and complete copy of each reportSEC all reports, scheduleschedules, registration statement statements and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents statements required to be filed by Parent with the SEC since January 1, 19972001 (the “Parent SEC Reports”); provided that, if Parent amends any of the Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, in each case as in effect on the date of the applicable filing, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Fidelity National Information Solutions Inc), Merger Agreement (Fidelity National Financial Inc /De/)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997prior to the date of this Agreement. As of their respective dates, dates the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) were prepared in accordance and complied or will comply 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 thereunder applicable theretoto such Parent SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that Parent makes no representation is made with respect to information included in or warranty whatsoever concerning the Parent SEC Reports that was provided in writing by as of any time other than the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECtime they were filed.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents or will fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statementsstatements were, are or will be subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 of the have a Material Adverse Effect on Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (U S Wireless Data Inc), Merger Agreement (U S Wireless Data Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1since December 31, 1997 2001 (the "PARENT SEC REPORTS") and prior to the date of this Agreement (the "Parent SEC Reports")Agreement, which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997such time. As of their respective dates, the The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) complied or were and will comply be prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, promulgated thereunder; and (ii) did not and will not at the time they were of filing thereof (and if any Parent SEC Report filed (or if prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement then also on the date of filing of such amendment or superseded filing) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports: (i) complied and will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been thereto in effect at the time of such filing; (ii) was and will be prepared in accordance with United States GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, may not contain footnotes as permitted by Form 10-Q or of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount); and (iii) fairly presents in all material respects Parent's revenue recognition policies.
(c) Except as disclosed in Section 4.7 Parent has previously furnished to Company a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeExchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Precise Software Solutions LTD), Merger Agreement (Veritas Software Corp /De/)
SEC Filings; Financial Statements. (a) Parent Buyer has made available to Stockholders and Company through the Company SEC web site a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent Buyer with the SEC on or after January 1, 1997 and for the 36 months prior to the date of this Agreement (the "Parent Buyer SEC Reports"), which which, to Buyer's knowledge, are all the forms, reports and documents required to be filed by Parent Buyer with the SEC since January 1, 1997for the 36 months prior to the date of this Agreement. As of their respective dates, to Buyer's knowledge, the Parent Buyer SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were prepared in accordance and complied or will comply 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 thereunder applicable theretoto such Buyer SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superceded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that Buyer makes no representation is made with respect to information included in or warranty whatsoever concerning the Parent Buyer SEC Reports that was provided in writing by as of any time other than the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECtime they were filed.
(b) Each To Buyer's knowledge, each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in Buyer SEC Reports, including each Buyer SEC Report filed after the Parent SEC Reports date hereof until the Closing, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or QSB of the Exchange Act regulations promulgated by the SECAct) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries presents in all material respects as the financial position of Buyer at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount)have a Material Adverse Effect on Buyer taken as a whole.
(c) Except as disclosed in Section 4.7 Buyer has previously furnished to Stockholders and Company a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Buyer with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeExchange Act.
Appears in 2 contracts
Samples: Share Exchange Agreement (Sunningdale, Inc.), Share Exchange Agreement (Sunningdale, Inc.)
SEC Filings; Financial Statements. (a) Parent has timely filed and made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, schedules, statements and documents other documents, including any exhibits thereto, required to be filed by Parent with the SEC since January 1, 1997. As of their respective dates(collectively, the “Parent SEC Reports and any Reports”). The Parent SEC Reports, including all forms, reports and other documents to be filed by Parent and Sub with the SEC after the date of this Agreement hereof and prior to the Effective Time, (i) complied or were and, in the case of Parent SEC Reports filed after the date hereof, will comply be prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not at as of the time they are filed filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements madein such Parent SEC Reports, in light of the circumstances under which they were and will be made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is ’s Subsidiaries are required to file any reports forms, reports, schedules, statements or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) and schedules), contained in the Parent SEC Reports, including any Parent SEC Reports filed between the date of this Agreement and the Closing, complied or will comply, as to form of its respective date, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented or will fairly present the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated Subsidiaries for the periods indicated (subjectindicated, in the case of the except that any unaudited interim financial statements, statements are subject to normal audit and recurring year-end adjustments which were have not been and are not expectedexpected to be material in amount, individually or in the aggregate. The audited balance sheet of Parent contained in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 is referred to be material in amount)herein as the “Parent Balance Sheet.”
(c) Except The chief executive officer and chief financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are compete and correct; Parent maintains “disclosure controls and procedures” (as disclosed defined in Section 4.7 Rule 13a-14(c) under the Exchange Act); Parent is otherwise in compliance with all applicable effective provisions of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeXxxxxxxx-Xxxxx Act.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Legato Systems Inc)
SEC Filings; Financial Statements. (a) Parent YieldUP has filed and made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, and documents required to be filed by Parent YieldUP with the SEC since January 1, 19971996 (including all exhibits, notes, and schedules thereto and documents incorporated by reference therein) (all such forms, reports, and documents, including any such forms, reports, and documents filed with the SEC after the date hereof, being collectively called the "YieldUP SEC Reports" and individually called a "YieldUP SEC Report"). As The YieldUP SEC Reports (i) at the time filed, with respect to all of the YieldUP SEC Reports other than registration statements filed under the Securities Act of 1933, as amended (the "Securities Act"), or at the time of their respective effective dates, with respect to registration statements filed under the Parent Securities Act, complied, and any YieldUP SEC Reports and any forms, reports and other documents filed by Parent and Sub with the SEC after the date of this Agreement (i) complied or hereof will comply comply, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not not, and any YieldUP SEC Reports filed after the date hereof will not, at the time they were filed or at the time of their respective effective dates, as the case may be (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed ), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or stated in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.such YieldUP
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Fsi International Inc), Agreement and Plan of Reorganization (Yieldup International Corp)
SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholder the CI Stockholders and Lim a correct and complete copy of each report, schedule, report and registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997prior to the date of this Agreement. All Parent SEC Reports required to be filed by Parent in the twelve (12) month period prior to the date of this Agreement were filed in a timely manner. As of their respective dates, dates the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were prepared in accordance and complied or will comply 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 thereunder applicable theretoto such Parent SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that Parent makes no representation is made or warranty whatsoever concerning any Parent SEC Report as of any time other than the date or period with respect to information included in the Parent SEC Reports that which it was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECfiled.
(b) Each Except as set forth in Schedule 3.7(b), each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or QSB of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents or will fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statementsstatements were, are or will be subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 of the have a Material Adverse Effect on Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Endeavor Acquisition Corp.), Agreement and Plan of Reorganization (Endeavor Acquisition Corp.)
SEC Filings; Financial Statements. (a) Since August 7, 2013, Parent has made available timely filed with or furnished to the Company a correct and complete copy of each reportSEC all registration statements, scheduleprospectuses, registration statement and forms, reports, definitive proxy statement filed by Parent with the SEC on or after January 1statements, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports schedules and documents required to be filed by Parent with it under the SEC since January 1Securities Act or the Exchange Act, 1997. As of their respective datesas the case may be, from and after August 7, 2013 (collectively, the “Parent SEC Reports and any formsFilings”). Each Parent SEC Filing, reports and other documents filed by Parent and Sub after as amended or supplemented if applicable, (i) as of its date, or, if amended, as of the date of this Agreement (i) the last such amendment, complied or will comply in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder thereunder, applicable theretoto such Parent SEC Filing, and (ii) did not not, at the time they were it was filed (or became effective in the case of registration statements), or, if amended or superseded by a filing prior to amended, as of the date of this Agreement then on the date of last such filing) or will not at the time they are filed 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 mademade therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, provided, however, that there are no representation is made outstanding or unresolved comments in comment letters received from the SEC staff with respect to information included in Parent SEC Filings and, to the knowledge of Parent none of the Parent SEC Reports that was provided in writing by Filings is the Companysubject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of Parent's subsidiaries No Parent Subsidiary is required to file any periodic reports or other documents with the SEC pursuant to the Exchange Act. Parent has made available to the Company complete and accurate copies of all reports, documents, claims, notices, filings, minutes, transcripts, recordings and other material correspondence between Parent and any of the Parent Subsidiaries, on the one hand, and the SEC, on the other hand, since January 1, 2012.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied Filings, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoamended, had been supplemented or restated, if applicable, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orand, in the case of the unaudited quarterly financial statements, as permitted by Form 10-Q or under the Exchange Act regulations promulgated by Act) on a consistent basis throughout the SEC) periods indicated (except as may be indicated in the notes thereto), and each fairly presented fairly, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its the consolidated subsidiaries in all material respects Parent Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein (subject, in the case of the unaudited interim quarterly financial statements, to normal year-end adjustments).
(c) Parent has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(d) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s rules and forms (and such disclosure controls and procedures are reasonably effective), and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to Parent’s outside auditors and the audit adjustments which were not committee of Parent’s board of directors (i) any significant deficiencies and are not expectedmaterial weaknesses known to it in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud known to it, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.
(d) Except as and to the extent set forth (i) on the consolidated balance sheet of Parent and the consolidated Parent Subsidiaries as of December 31, 2012 included in Parent’s registration statement on Form S-1 filed on May 10, 2013, as amended, including the notes thereto, or (ii) in the Parent SEC Filings filed after August 7, 2013, none of Parent or any consolidated Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP and none have arisen since such date, except for liabilities or obligations (A) under this Agreement or incurred in connection with the Transactions, (B) incurred in the ordinary course of business consistent with past practice since December 31, 2012, (C) that would not, individually or in the aggregate, reasonably be expected to be material in amount).
have a Parent Material Adverse Effect or (cD) Except as disclosed in Section 4.7 incurred at the request or with the consent of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intrexon Corp), Merger Agreement (Medistem Inc.)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, statements and documents required to be filed by Parent it (A) with the SEC and the NNM since January 1March 17, 1997. As of their respective dates1999 (collectively, together with any such forms, reports, statements and documents Parent may file subsequent to the date hereof until the Closing, the "Parent SEC Reports Reports") and (B) with any forms, reports and other documents filed by Governmental Entities. Each Parent and Sub after the date of this Agreement Report (i) complied or will comply was prepared in all material respects accordance with the requirements of the Securities Act, the Exchange Act or the Exchange ActNNM, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are it was 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 mademade therein, in the light of the circumstances under which they were made, not misleading. Each form, providedreport, however, that no representation statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Parent Subsidiary is made with respect subject to information included in the Parent SEC Reports that was provided in writing by periodic reporting requirements of the Company. None of Parent's subsidiaries is Exchange Act or required to file any reports form, report or other documents document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECthereto) and each presented fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects the Parent Subsidiaries as at the respective dates thereof thereof, and the their consolidated results of its operations operations, stockholders' equity and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amountrecurring immaterial year-end adjustments).
(c) Except as disclosed in Section 4.7 and to the extent set forth or reserved against on the consolidated balance sheet of Parent and the Parent Disclosure LetterSubsidiaries as of December 31, neither 1998 as reported in the Parent nor Reports, none of Parent or any of its subsidiaries Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a nature that would be required to be disclosed reflected on a balance sheet or in the related notes to the consolidated financial statements thereto prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a wholeU.S. GAAP, except for liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) obligations incurred since December 31, 1996 in the ordinary course of businessbusiness consistent with past practice since December 31, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole1998.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Multex Com Inc), Merger Agreement (Multex Com Inc)
SEC Filings; Financial Statements. (a) Parent has filed and made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are YieldUP all the forms, reports reports, and documents required to be filed by Parent with the SEC since January 1August 27, 19971995 (including all exhibits, notes, and schedules thereto and documents incorporated by reference therein)(all such forms, reports, and documents, including any such forms, reports, and documents filed with the SEC after the date hereof, being collectively called the "Parent SEC Reports" and individually called a "Parent SEC Report"). As The Parent SEC Reports (i) at the time filed, with respect to all of their respective dates, the Parent SEC Reports other than registration statements filed under the Securities Act, or at the time of their respective effective dates, with respect to registration statements filed under the Securities Act, complied, and any forms, reports and other documents Parent SEC Report filed by Parent and Sub with the SEC after the date of this Agreement (i) complied or hereof will comply comply, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not not, and any Parent SEC Report filed after the date hereof will not, at the time they were filed or at the time of their respective effective dates, as the case may be (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed ), contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements madein such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. Since August 27, provided1995, howeverParent has filed in a timely manner all forms, reports, and documents that no representation is made it was required to file with respect to information included in the Parent SEC Reports that was provided in writing by under the CompanyExchange Act and the rules and regulations of the SEC. None of Parent's subsidiaries is required to file any reports forms, reports, or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Parent SEC Reports complied at the time filed or at the time of their respective effective date, as the case may be, complied, or will comply, as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was, or will be, prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC) and each fairly presented presented, or will fairly present, the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)recurring year-end adjustments.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Fsi International Inc), Agreement and Plan of Reorganization (Yieldup International Corp)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after Since January 1, 1997 and prior 2017, Parent has, in all material respects, timely filed with or otherwise furnished (as applicable) to the date of this Agreement (the "Parent SEC Reports")all registration statements, which are all the prospectuses, forms, reports reports, proxy statements, schedules, statements and documents required to be filed or furnished by Parent it with the SEC since January 1, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply in all material respects with the requirements of under the Securities Act or the Exchange Act, as the case may be, be (such documents and the rules and regulations of any other documents filed or furnished by Parent with the SEC thereunder applicable theretosince January 1, and (ii) did not at 2017, as have been supplemented, modified or amended since the time they were filed (of filing, collectively, the “Parent SEC Documents”). As of their respective filing dates or, if supplemented, modified or if amended or superseded by a filing prior to the date hereof, as of this Agreement then on the date of such filingthe most recent supplement, modification or amendment, the Parent SEC Documents (i) or did not (or, with respect to the Parent SEC Documents filed after the date hereof, will not at the time they are filed 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 mademade therein, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied, as of such date, as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder and the listing and corporate governance rules and regulations of the NYSE, provided, however, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed by Parent to the SEC solely for the purposes of complying with respect to information included in Regulation FD promulgated under the Parent SEC Reports that was provided in writing by the CompanyExchange Act. None of Parent's subsidiaries the Parent Subsidiaries is required to file any periodic reports or other documents with the SEC. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent or any Parent Subsidiary relating to the Parent SEC Documents. To the Knowledge of Parent, as of the date hereof, none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation.
(b) Each of the The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and the consolidated Parent Subsidiaries (including, in each case, any related notes thereto) contained included in the Parent SEC Reports Documents (collectively, the “Parent Financial Statements”) (i) when filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto and (ii) fairly present in all material respects the consolidated financial position and the consolidated results of operations, had been prepared cash flows and changes in stockholders’ equity of Parent and the consolidated Parent Subsidiaries, taken as a whole, as of the dates and for the periods referred to therein in accordance with GAAP applied on a consistent basis throughout during the periods involved (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of notes and except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amountthereto).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Neither Parent nor any of its subsidiaries the Parent Subsidiaries is a party to, or has any liabilities commitment to become a party to, any “off balance sheet arrangements” (absolute, accrued, contingent or otherwiseas defined in Item 303(a) of a nature required Regulation S-K promulgated by the SEC), where the purpose or intended effect of such arrangement is to be disclosed on a balance sheet avoid disclosure of any material transaction involving, or in the related notes to the consolidated financial statements prepared in accordance with GAAP which arematerial liabilities of, individually Parent or in the aggregate, material to the business, results of operations or financial condition of any Parent and its subsidiaries taken as a whole, except liabilities (i) set forth Subsidiary in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeDocuments.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (William Lyon Homes), Merger Agreement (Taylor Morrison Home Corp)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after Since January 1, 1997 and prior to the date of this Agreement 2020, Parent has filed or furnished (the "Parent SEC Reports"), which are as applicable) on a timely basis all the forms, reports and documents (including all exhibits, schedules and annexes thereto) required to be filed with or furnished to the SEC under applicable Law, including any amendments or supplements thereto (collectively, together with all documents filed on a voluntary basis on Form 8-K and together with all documents and information incorporated by reference therein, the “Parent SEC Reports”). As of the time it was filed with the SEC since January 1(or, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) ), each of the Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Act or will not the Exchange Act (as the case may be), including, in each case, the rules and regulations promulgated thereunder, and none of the Parent SEC Reports at the time they are filed contain were filed, or, if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, 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 madetherein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, provided, however, that there are no representation is made material outstanding or unresolved comments in comment letters from the SEC staff with respect to information included in any of the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECReports.
(b) Each of the consolidated The financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Parent SEC Reports Reports: (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, had been ; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited financial statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and each (iii) fairly presented present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of Parent for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)covered thereby.
(c) Except Parent maintains a system of internal control over financial reporting (as disclosed defined in Section 4.7 Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that Parent Disclosure Lettermaintains records that in reasonable detail accurately and fairly reflect Parent’s transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP; (iii) that receipts and expenditures are made only in accordance with authorizations of management and Parent’s board of directors; and (iv) regarding prevention or timely detection of the unauthorized acquisition, neither use or disposition of Parent’s assets that could have a material effect on Parent’s financial statements. Parent nor has evaluated the effectiveness of Parent’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Parent has disclosed to Parent’s auditors and the audit committee of its subsidiaries has board of directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any liabilities fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.
(absolute, accrued, contingent or otherwised) Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of a nature the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed on a balance sheet or by Parent in the related notes to reports that it files or submits under the consolidated financial statements prepared in accordance with GAAP which areExchange Act is recorded, individually or processed, summarized and reported within the time periods specified in the aggregaterules and forms of the SEC, material and that all such information is accumulated and communicated to the businessParent’s management as appropriate to allow timely decisions regarding required disclosure. Parent has disclosed, results of operations or financial condition of Parent and based on its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC most recent evaluation prior to the date of this Agreement or provided for in Agreement, to Parent's balance sheet ’s outside auditors and the audit committee of its board of directors (i) any significant deficiencies and related notes thereto) as of December 31, 1996 filed material weaknesses in the Parent SEC Reports design or operation of “internal control over financial reporting” that would be reasonably likely to adversely affect in any material way Parent’s ability to record, process, summarize and report financial information and (ii) incurred since December 31any fraud, 1996 whether or not material, that involves management or other employees who have a significant role in Parent’s “internal control over financial reporting.” Any material change in internal control over financial reporting required to be disclosed in any Parent SEC Report has been so disclosed. Parent has evaluated the ordinary course effectiveness of businessthe Parent’s disclosure controls and procedures and, none of which are material to the businessextent required by applicable Law, results presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of operations the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and, to the extent required by applicable Law, disclosed in such report or amendment any change in Parent’s internal control over financial condition of Parent and its subsidiariesreporting that occurred during the period covered by such report or amendment that has materially affected, taken as a wholeor is reasonably likely to materially affect, Parent’s internal control over financial reporting.
Appears in 1 contract
Samples: Merger Agreement (Chimerix Inc)
SEC Filings; Financial Statements. (a) Parent has filed with the Securities and Exchange Commission (the "SEC") and has heretofore made available to the Company a correct true and complete copy of each reportcopies of, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, schedules, statements and other documents filed or required to be filed by it and its subsidiaries on or since June 30, 1999 under the Securities Act and the Exchange Act (collectively, the "Parent with the SEC since January 1, 1997Documents"). As of their respective datesdates or, if amended, as of the date of the last such amendment, the Parent SEC Reports Documents and any forms, reports reports, schedules, statements and other documents filed by Parent and Sub after may file with the SEC subsequent to the date of this Agreement (i) hereof until the Closing, including, without limitation, any financial statements or schedules included therein, complied or will comply in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or and will not at the time they are 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 madetherein, in light of the circumstances under which they were or will be made, not misleading, provided, however, that no representation is made with respect to information . Each of the consolidated balance sheets (including the related notes) included in the Parent SEC Reports that was provided Documents fairly presented in writing by all material respects the Companyfinancial position of Parent and its consolidated subsidiary as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly presented in all material respects the results of operations and cash flows of Parent and its consolidated subsidiary for the respective periods or as of the respective dates set forth therein. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial balance sheets and statements of operations and cash flows (including, in each case, any including the related notes theretonotes) contained included in the Parent SEC Reports complied as to form Documents has been prepared in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) otherwise noted therein and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)year-end adjustments.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Ask Jeeves Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each reportfiled all registration statements, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and other documents required to be filed by the Parent with the SEC Securities and Exchange Commission (“SEC”) since January 1June 30, 19972003, all of which are publicly available on the SEC’s XXXXX system. As of their respective datesAll such registration statements, the Parent SEC Reports and any forms, reports and other documents filed by are referred to herein as the “Parent and Sub after the date of this Agreement SEC Reports.” The Parent SEC Reports (i) complied or will comply at the time filed, were prepared in compliance in all material respects with the applicable requirements of the Securities Act or of 1933 and the Securities Exchange ActAct of 1934, as the case may be, and the rules and regulations of the SEC thereunder applicable theretoto such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements madein such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. As used in this Section 4.4, providedthe term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, however, that no representation is supplied or otherwise made with respect available to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in or incorporated by reference in the Parent SEC Reports at the time filed (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been thereto and (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited interim financial statements, as permitted by the SEC on Form 10-Q or under the Exchange Act regulations promulgated Act). Each of the consolidated balance sheets (including, in each case, any related notes and schedules) contained or incorporated by reference in the SEC) and each Parent SEC Reports at the time filed fairly presented in all material respects the consolidated financial position of the Parent and its subsidiaries as of the dates indicated and each of the consolidated subsidiaries statements of operations, shareholders’ equity and cash flows contained or incorporated by reference in the Parent SEC Reports (including, in each case, any related notes and schedules) fairly presents in all material respects as at the respective dates thereof and the consolidated results of its operations operations, changes in shareholders’ equity and cash flows flows, as the case may be, of the Parent and its subsidiaries for the periods indicated (subjectset forth therein, in the case of except that the unaudited interim financial statements, statements were subject to normal audit and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed To Parent’s knowledge, its stock option grant practices comply with applicable law and any non-cash compensation expense related to stock option grants, if any, has been properly recorded in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated Parent’s financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeGAAP.
Appears in 1 contract
Samples: Merger Agreement (Adam Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, statements and documents required to be filed by Parent it with the SEC and the Nasdaq National Market since January 1December 31, 1997. As of their respective dates1998 (collectively, together with any such forms, reports, statements and documents Parent may file subsequent to the date hereof until the Effective Time, the "Parent SEC Reports and any forms, reports and other documents filed by Reports"). Each Parent and Sub after the date of this Agreement Report (i) complied or will comply was prepared in all material respects accordance with the requirements of the Securities Act, the Exchange Act or the Exchange ActNasdaq National Market, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are it was 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 mademade therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation . No Subsidiary of Parent is made with respect subject to information included in the Parent SEC Reports that was provided in writing by periodic reporting requirements of the Company. None of Parent's subsidiaries is Exchange Act or required to file any reports form, report or other documents document with the SEC, the Nasdaq National Market, any stock exchange or any other comparable Governmental Entity.
(b) Each Except as is provided in the Parent Reports, each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorequirements, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECthereto) and each fairly presented fairly, in all material respects, the consolidated financial position of Parent and its the consolidated subsidiaries in all material respects Subsidiaries of Parent as at the respective dates thereof and the consolidated results of its operations and cash flows of Parent and the consolidated Subsidiaries of Parent for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amountrecurring year-end adjustments).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Micromuse Inc)
SEC Filings; Financial Statements. (a) Parent Corvas has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, and documents required to be filed by Parent Corvas with the SEC since January 1, 19971999 (including all exhibits, notes, and schedules thereto and documents incorporated by reference therein) (collectively, the "Corvas SEC Reports"). As The Corvas SEC Reports (i) at the time filed, with respect to all of the Corvas SEC Reports other than registration statements filed under the Securities Act, or at the time of their respective effective dates, with respect to registration statements filed under the Parent SEC Reports and any formsSecurities Act, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed or at the time of their respective effective dates, as the case may be (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed ), contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Corvas SEC Reports or necessary in order to make the statements madein such Corvas SEC Reports, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Parent Corvas SEC Reports at the time filed or at the time of their respective effective dates, as the case may be, complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as Corvas at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit adjustments which were not and are not expectedrecurring year-end adjustments. The balance sheet of Corvas as of September 30, individually or 2002 included in Corvas' Quarterly Report on Form 10-Q filed with the aggregate, SEC with respect to be material in amount)the quarter then ended is referred to herein as the "Corvas Balance Sheet."
(c) Except Corvas has in place the "disclosure controls and procedures" (as disclosed defined in Section 4.7 Rules 13a-14(c) and 15d-14(c) of the Parent Disclosure Letter, neither Parent nor any Exchange Act) required in order for the Chief Executive Officer and Principal Financial and Accounting Officer of its subsidiaries has any liabilities Corvas to engage in the review and evaluation process mandated by the Exchange Act. Corvas' "disclosure controls and procedures" are reasonably designed to ensure that all information (absolute, accrued, contingent or otherwiseboth financial and non-financial) of a nature required to be disclosed on a balance sheet or by Corvas in the related notes to reports that it files or submits under the consolidated financial statements prepared in accordance with GAAP which areExchange Act is recorded, individually or processed, summarized and reported within the time periods specified in the aggregaterules and forms of the SEC, material and that all such information is accumulated and communicated to Corvas' management as appropriate to allow timely decisions regarding required disclosure and to make the business, results certifications of operations or financial condition the Chief Executive Officer and Principal Financial and Accounting Officer of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in Corvas required under the Parent SEC Reports filed Exchange Act with the SEC prior respect to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholesuch reports.
Appears in 1 contract
Samples: Merger Agreement (Dendreon Corp)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1the effective date of the registration statement for Parent's initial public offering. All such required forms, 1997. reports and documents (including the registration statement for Parent's initial public offering and such forms, reports and documents that Parent may file subsequent to the date hereof) are referred to herein as the "Parent SEC Reports." As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC thereunder applicable theretoto such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement filing, then on the date of such filing) or will not at the time they are 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 madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect except to information included in the extent corrected by a subsequently filed Parent SEC Reports Report that was provided in writing by filed prior to the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECAgreement Date.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied (the "Parent Financials"): (i) complied, or will comply, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was prepared, had been prepared or will be prepared, in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 101O-Q Q, 8-K or any successor form under the Exchange Act regulations promulgated by the SECAct); and (iii) and each fairly presented presented, or will fairly present, in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements may not contain footnotes and were or are subject to normal audit adjustments which were not and are not expectedrecurring year-end adjustments. The audited balance sheet of Parent contained in Parent SEC Reports as of December 31, individually or in 1999 is hereinafter referred to as the aggregate, to be material in amount)"Parent Balance Sheet.
(c) " Except as disclosed in Section 4.7 of the Parent Disclosure LetterFinancials, since December 31, 1999 neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to incurred since the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 Balance Sheet in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent business consistent with past practices and its subsidiaries, taken as a wholeliabilities incurred in connection with this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Interwoven Inc)
SEC Filings; Financial Statements. (a) Except as set forth in Schedule 4.10, Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Parent with the SEC on or after January 1, 1997 Securities and prior to the date of this Agreement Exchange Commission (the "Parent SEC Reports")“SEC”) all reports, which are all the schedules, forms, reports statements and other documents (including exhibits) required to be filed by Parent it under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) from January 1, 2000 through the date of this Agreement. All reports, schedules, forms, statements and other documents (including exhibits) filed by Seller with the SEC pursuant to the Securities Act and the Exchange Act since January 1, 1997. As of their respective dates, 2000 are referred to herein as the “Parent SEC Reports and any forms, reports and other documents filed by Filings.” The Parent and Sub after the date of this Agreement SEC Filings (i) complied or will comply were prepared in compliance, in all material respects respects, with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable theretothereunder, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Filings or necessary in order to make the statements madetherein, in light of the circumstances under in which they were made, not false or misleading, and (iii) in the event of subsequent modifications of the circumstances or the basis on which they had been made, were, to the extent required by the Securities Act and the Exchange Act, as the case may be, timely amended prior to the date of this Agreement in order to make them not false or misleading in any material respect in the light of such new circumstances or basis; provided, however, that no representation Parent is made not making any representations with respect to information included contained in the Parent SEC Reports Filings that was provided in writing by does not relate to the CompanyBusiness or the Purchased Assets. None of Parent's subsidiaries the Subsidiaries is required to file any forms, reports or other documents with the SEC. Except as set forth in Schedule 4.10(a), all documents required to be filed as exhibits to the Parent SEC Filings have been so filed and Parent has made available to Buyer all exhibits to the Parent SEC Filings filed prior to the date hereof, and will promptly make available to Buyer all exhibits to any additional Parent SEC Filings filed prior to the Closing.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Filings, (i) was complete and correct in all material respects as of their respective dates, (ii) complied as to form in all material respects with applicable accounting requirements and with the then current published rules and regulations of the SEC with respect thereto, had been (iii) was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q or under the Exchange Act regulations promulgated by the SECAct) and each (iv) fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit and recurring year-end adjustments which were not and not, or are not expectedexpected to be, individually or in the aggregate, to be material in amount). The consolidated financial statements contained in the Parent SEC Filings are referred to hereinafter as the “Financial Statements.” At the respective dates of the Financial Statements, there were no material Liabilities of Seller, which, in accordance with generally accepted accounting principles, should have been reserved for in the Financial Statements and/or disclosed in the notes thereto, which are not reserved for in the Financial Statements and/or disclosed in the notes thereto.
(c) Except as disclosed in Section 4.7 Parent has heretofore furnished to Buyer a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeExchange Act.
Appears in 1 contract
Samples: Asset Purchase Agreement (Seracare Life Sciences Inc)
SEC Filings; Financial Statements. (a) Parent has timely filed and made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, schedules, statements and documents other documents, including any exhibits thereto, required to be filed by Parent with the SEC since January 1, 1997. As of their respective dates(collectively, the "Parent SEC Reports and any Reports"). The Parent SEC Reports, including all forms, reports and other documents filed by Parent and Sub with the SEC after the date of this Agreement hereof and prior to the Effective Time, (i) complied or were and, in the case of Parent SEC Reports filed after the date hereof, will comply be prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not at as of the time they are filed filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements madein such Parent SEC Reports, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is Subsidiaries are required to file any reports forms, reports, schedules, statements or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in the Parent SEC Reports, including any Parent SEC Reports filed between the date of this Agreement and the Closing, complied or will comply, as to form of its respective date, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented or will fairly present the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated Subsidiaries for the periods indicated (subjectindicated, in the case of the except that any unaudited interim financial statements, statements are subject to normal audit and recurring year-end adjustments which were have not been made and are not expectedexpected to be material in amount, individually or in the aggregate. The unaudited balance sheet of Parent contained in Parent's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 is referred to be material in amount)herein as the "Parent Balance Sheet."
(c) Except The chief executive officer and chief financial officer of Parent have made all certifications required by, and would be able to make such certifications as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any date hereof and as of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature the Closing Date as if required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) made as of December 31such dates pursuant to, 1996 filed the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct; Parent maintains "disclosure controls and procedures" (as defined in Rule 13a-14(c) under the Exchange Act); Parent SEC Reports or (ii) incurred since December 31, 1996 is otherwise in compliance with all applicable effective provisions of the ordinary course Xxxxxxxx-Xxxxx Act and the applicable listing standards of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeNYSE.
Appears in 1 contract
Samples: Merger Agreement (Emc Corp)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and for the 36 months prior to the date of this Agreement (the "Parent SEC Reports"), which which, to Parent's knowledge, are all the forms, reports reports, statements and documents required to be filed by Parent with the SEC since January 1, 1997for the 36 months prior to the date of this Agreement. As of their respective datesdates (and with respect to Parent SEC Reports filed prior to September 30, 2004, to the knowledge of Parent), the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were prepared in accordance and complied or will comply 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 thereunder applicable theretoto such Parent SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superceded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that Parent makes no representation is made with respect to information included in or warranty whatsoever concerning the Parent SEC Reports that was provided in writing by as of any time other than the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECtime they were filed.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (and with respect to financial statements (and notes thereto) contained in Parent SEC Reports filed prior to September 30, 2004, to the knowledge of Parent), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or QSB of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount)have a Material Adverse Effect on Parent taken as a whole.
(c) Except as disclosed in Section 4.7 Parent has previously furnished to Company a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31the Exchange Act, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none each of which are material to listed on the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeSchedules.
Appears in 1 contract
Samples: Merger Agreement (Qorus Com Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company filed or furnished, or will file or furnish, as applicable, on a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are timely basis all the forms, reports statements, certifications, reports, schedules and documents required to be filed or furnished by Parent it with the SEC under the Exchange Act or the Securities Act since January 1September 29, 19972017 (such date, the “Parent Reference Date”), including those filed or furnished subsequent to the Agreement Date, including any amendments thereto (collectively, the “Parent SEC Reports”). As Each of their respective dates, the Parent SEC Reports and any formsReports, reports and other documents filed by Parent and Sub after at the date time of this Agreement its filing or being furnished (ior if amended, at the time of such amendment) complied or will comply in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the Sxxxxxxx-Xxxxx Act of 2002 and any rules and regulations of the SEC promulgated thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date Parent SEC Reports. As of this Agreement then on their respective dates (or, if amended, as of the date of such filing) or will amendment), the Parent SEC Reports did not at the time they are 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 mademade therein, in light of the circumstances under in which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes or schedules thereto) contained included in or incorporated by reference into the Parent SEC Reports complied (the “Parent Financial Statements”) (i) complied, or if filed after the Agreement Date will comply, as to form of its respective dates of filing, in each case in all material respects respects, with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) has been prepared, had been prepared or if filed after the Agreement Date, will be prepared, in accordance with GAAP IFRS in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orthereto); and (iii) fairly presents, or if filed after the Agreement Date, will fairly present, in the case of the unaudited statementsall material respects, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as Subsidiaries at the respective dates thereof and (taking into account the consolidated results notes thereto). The balance sheet of its operations and cash flows for Parent as of June 30, 2018 (the periods indicated (subject, “Parent Balance Sheet Date”) included in the case of Parent Financial Statements is hereinafter referred to as the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)“Parent Balance Sheet.”
(c) Except as disclosed in Section 4.7 Parent has provided to the Company a true and correct copy of the any written disclosure by any representative of Parent Disclosure Letter, neither Parent nor to Parent’s independent auditors relating to any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or significant deficiencies in the related notes design or operation of internal controls that would adversely affect the ability of Parent to record, process, summarize and report financial data and any material weaknesses in internal controls. To the consolidated financial statements prepared in accordance with GAAP which areKnowledge of Parent, individually no fraud, whether or not material, involving management or other Parent Employees who have a significant role in the aggregate, material to the business, results of operations or internal control over financial condition reporting of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholehas been committed.
Appears in 1 contract
Samples: Merger Agreement (Spark Networks SE)
SEC Filings; Financial Statements. (a) Parent Buyer has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent Buyer with the Securities and Exchange Commission (the "SEC") since the filing of Buyer's annual report on Form 10-K for the year ended December 31, 2000. All such forms, reports and documents, including Buyer's annual report on Form 10-K for the year ended December 31, 2001, are referred to herein as the "Buyer SEC since January 1, 1997. Reports." As of their respective dates, each of the Parent Buyer SEC Reports and any formsReports, reports and other documents filed by Parent and Sub after as of the date of this Agreement filed and as they may have been subsequently amended, (i) complied or will comply were prepared in accordance with all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable theretoto such Buyer SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or did not omit to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation . All material agreements to which the Buyer or any of its Subsidiaries is made with respect a party or to information which the property or assets of Buyer or any of its Subsidiaries are subject are included as part of or specifically identified in the Parent Buyer SEC Reports that was provided in writing by or have been specifically identified as material agreements on Schedule 4.06(a), and made available, to counsel to the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECSellers.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Buyer SEC Reports (collectively, the "Financial Statements")
(i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved indicated and with each other, and (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECiii) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as Buyer at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjecttherein, except in the case of unaudited quarterly financial statements for the unaudited interim financial statements, omission of certain footnotes and subject to normal audit adjustments which were not and recurring year-end adjustments. The unaudited financial statements of the Buyer for the period ending June 30, 2002, in the form provided to the Sellers (the "Unaudited 6/30/02 Financial Statements"), (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other, and (ii) represented in all material respects the financial position of the Buyer at the respective dates thereof and for the periods indicated, except for the omission of footnotes and statement of cash flows and subject to normal and recurring year-end adjustments. Except as set forth in the Unaudited 6/30/02 Financial Statements or specifically identified in the Buyer SEC Reports, the Buyer has no liabilities, contingent or otherwise, other than obligations and commitments incurred in the ordinary course of business that are not expectedrequired under generally accepted accounting principles to be reflected in the Unaudited 6/30/02 Financial Statements, in each case which, individually or in the aggregate, are not material to be material the financial condition or operating results of Buyer or otherwise, or any amount not adequately reflected or reserved against in amount)the Unaudited 6/30/02 Financial Statements and notes thereto.
(c) Except as disclosed in Section 4.7 Buyer satisfies the requirements for use of Form S-3 for registration of the Parent Disclosure Letterresale of Registrable Securities (as defined in the Investors' Rights Agreement). Buyer is not required to file and, neither Parent nor if it were to file a registration statement on Form S-3 on the date hereof, would not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date hereof and to which Buyer is a party or by which Buyer is bound which has not been previously filed as an exhibit to its reports filed with the SEC. To the knowledge of Buyer, except for the issuance of the Common Stock and Series B Shares contemplated by this Agreement and the Series B Purchase Agreement, no event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to Buyer or its subsidiaries has any liabilities (absolutebusiness, accruedproperties, contingent operations, prospects or otherwise) of a nature financial condition, that would be required to be disclosed on a balance sheet by Buyer under applicable securities laws or in the related notes to the consolidated financial statements prepared in accordance rules and policies of Nasdaq and Buyer's listing agreement with GAAP Nasdaq, and which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken has not been publicly disclosed.
(d) Except as a whole, except liabilities (i) set forth on Schedule 4.06(d), Buyer is not in violation of the Parent SEC Reports filed listing requirements of NASDAQ or its listing agreement with Nasdaq and Buyer has not been notified of any existing facts or circumstances that could reasonably be expected to cause the SEC prior Buyer Common Stock to no longer be quoted for trading on the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeNSM.
Appears in 1 contract
Samples: Asset Purchase Agreement (Elbit LTD)
SEC Filings; Financial Statements. (ai) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January July 1, 1997 2003 and prior to the date of this Agreement (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997such date. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (iA) complied or will comply 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 thereunder applicable thereto, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(bii) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(ciii) Except Each of Parent and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains adequate internal accounting controls that provide assurance that (A) transactions are executed with management’s authorization; (B) transactions are recorded as disclosed in Section 4.7 necessary to permit preparation of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared of Parent and to maintain accountability for Parent’s consolidated assets; (C) access to Parent’s assets is permitted only in accordance with GAAP which aremanagement’s authorization; (D) the reporting of Parent’s assets is compared with existing assets at regular intervals; and (E) accounts, individually or in notes and other receivables and inventory are recorded accurately, and adequate procedures are implemented to effect the aggregate, material to the business, results of operations or financial condition of Parent collection thereof on a current and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholetimely basis.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company filed or furnished, as applicable, on a correct and complete copy of each reporttimely basis all forms, schedulestatements, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the formscertifications, reports and documents required to be filed or furnished by Parent it with the SEC under the Exchange Act or the Securities Act since January 1April 16, 19972015 (the forms, statements, reports and documents filed or furnished since April 16, 2015 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Parent SEC Reports”). As Each of their respective dates, the Parent SEC Reports Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any formsrules and regulations promulgated thereunder applicable to the Parent SEC Reports, reports and other documents or, if not yet filed by or furnished, will to the Knowledge of Parent and Sub after the date of this Agreement (i) complied or will comply in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the any rules and regulations of the SEC promulgated thereunder applicable theretoto the Parent SEC Reports. As of their respective dates (or, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, as of this Agreement then on the date of such filing) or will amendment), the Parent SEC Reports did not at the time they are 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 mademade therein, in light of the circumstances under in which they were made, not misleading, providedand any Parent SEC Reports filed or furnished with the SEC subsequent to the date hereof will not to Parent’s knowledge, howevercontain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.
(b) As of the date of this Agreement, Parent has timely responded to all comment letters of the staff of the SEC relating to the Parent SEC Reports, and the SEC has not advised Parent that no representation is any final responses are inadequate, insufficient or otherwise non-responsive. Parent has made with respect available to information included in the Company true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other hand, occurring since April 16, 2015 and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date hereof. To the Knowledge of Parent, as of the date of this Agreement, none of the Parent SEC Reports that was provided in writing by is the Company. None subject of Parent's subsidiaries is required to file any reports ongoing SEC review or other documents with the SECoutstanding SEC comment.
(bi) Each of the consolidated financial statements (including, in each case, any related notes or schedules thereto) contained included in or incorporated by reference into the Parent SEC Reports complied as to form fairly present, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectdate, or, in the case of the Parent SEC Reports filed after the date hereof, will fairly present, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (except as indicated in the notes thereto, and in the case of unaudited interim financial statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments which were that will not and are not expectedbe material in amount or effect), individually in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein, or in the aggregatecase of Parent SEC Reports filed after the date hereof, will fairly present, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (except as indicated in the notes thereto, and in the case of unaudited statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments that will not be material in amountamount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (the “Parent Financial Statements”).
(cd) Except as disclosed set forth in Section 4.7 3.5(d) of the Parent Disclosure LetterSchedule, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwisei) maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of a nature the Exchange Act) designed to ensure that information required to be disclosed on a balance sheet or by Parent in the related notes to reports that it files or submits under the consolidated financial statements prepared in accordance with GAAP which areExchange Act is recorded, individually or in processed, summarized and reported within the aggregate, material to time periods specified by the business, results SEC’s rules and forms.
(e) Each of operations or financial condition the principal executive officer of Parent and its subsidiaries taken the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as a whole, except liabilities (iapplicable) set forth in 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 and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Reports filed with Reports, and the SEC prior statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this Section 3.5(e), “principal executive officer” and “principal financial officer” has the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. None of Parent or any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the Xxxxxxxx-Xxxxx Act.
(f) Neither Parent or any of its Subsidiaries nor, to the date Knowledge of this Agreement Parent, any director, officer, employee, or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports internal or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition external auditor of Parent and or any of its subsidiariesSubsidiaries has received or otherwise had or obtained actual Knowledge of Parent of any substantive material complaint, taken as a wholeallegation, assertion or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Samples: Merger Agreement (Skinvisible Inc)
SEC Filings; Financial Statements. (a) Parent Buyer has made available filed and provided to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are Seller all the forms, reports and documents documents, including all exhibits thereto, required to be filed by Parent Buyer with the SEC since July 31, 2000, including its Form 10-K filed for the fiscal year ended July 31, 2002 and its Form 10-Q’s for the quarters ended January 131, 1997. As of their respective dates2003 and April 30, 2003, respectively (collectively, the Parent “Buyer SEC Reports”). The Buyer SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) at the time filed, complied or will comply in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer SEC Reports or necessary in order to make the statements madein such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Parent Buyer SEC Reports Reports, including Buyer’s unaudited consolidated balance sheet as of April 30, 2003 (“Most Recent Buyer Balance Sheet”) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Buyer as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, subject to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amountrecurring year-end adjustments).
(c) Except as disclosed Since April 30, 2003, Buyer has not suffered any Buyer Material Adverse Effect, and no event has occurred which reasonably would be expected to result in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities a Buyer Material Adverse Effect.
(absolute, accrued, contingent or otherwised) of Seller is eligible to and fulfills all SEC requirements to file a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeForm S-3 Registration Statement.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent Buyer has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, statements and other documents required to be filed by Parent with the SEC since January December 1, 1997. As of their respective dates, and has heretofore made available to Sellers, in the Parent form filed with the SEC Reports and since such date, together with any formsamendments thereto, reports and other documents filed by Parent and Sub after the date of this Agreement its (i) Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) all reports on Form 8-K and (v) all other reports or registration statements filed by Buyer (collectively, the "Buyer SEC Reports"). The Buyer SEC Reports (A) complied or will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are 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 madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the The audited consolidated financial statements (including, in each case, any related notes thereto) contained and unaudited interim financial statements of Buyer included in the Parent Buyer SEC Reports complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements, had been prepared including all related notes and schedules, contained in the Buyer SEC Reports (or incorporated by reference therein) present fairly in all material respects the consolidated financial position of Buyer and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of Buyer and its subsidiaries for the periods indicated, in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, noted therein) and subject in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, statements to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)year-end adjustments.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure LetterSince November 30, neither Parent nor 1997, there has not been any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or change in the related notes to the consolidated financial statements prepared in accordance with GAAP which areassets, individually business or in the aggregateoperations of Buyer, material to the businessincluding any transaction, results commitment, dispute, damage, destruction or loss, whether or not covered by insurance, or other event of operations any character (whether or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 not in the ordinary course of business) individually or in the aggregate which has had, none of which are or is reasonably likely to have, a material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeadverse effect on Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Emmis Broadcasting Corporation)
SEC Filings; Financial Statements. (a) Parent The Company has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent the Company with the Securities and Exchange Commission (the "SEC") since the filing of the Company's annual report on Form 10-K for the year ended December 31, 2000. All such forms, reports and documents, including the Company's annual report on Form 10-K for the year ended December 31, 2001, are referred to herein as the "Company SEC since January 1, 1997. Reports." As of their respective dates, each of the Parent Company SEC Reports and any formsReports, reports and other documents filed by Parent and Sub after as of the date of this Agreement filed and as they may have been subsequently amended, (i) complied or will comply were prepared in accordance with all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable theretoto such Company SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or did not omit to state a material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation . All material agreements to which the Company or any of its Subsidiaries is made with respect a party or to information which the property or assets of the Company or any of its Subsidiaries are subject are included as part of or specifically identified in the Parent Company SEC Reports that was provided in writing by or have been specifically identified as material agreements on Schedule 2.5(a) of the Company. None of Parent's subsidiaries is required Disclosure Letter, and made available, to file any reports or other documents with counsel to the SECPurchasers.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Company SEC Reports (collectively, the "Financial Statements")
(i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved indicated and with each other, and (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECiii) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as the Company at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjecttherein, except in the case of unaudited quarterly financial statements for the unaudited interim financial statements, omission of certain footnotes and subject to normal audit adjustments which were not and recurring year-end adjustments. The unaudited financial statements of the Company for the period ending June 30, 2002, in the form provided to the Purchasers (the "Unaudited 6/30/02 Financial Statements"), (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other, and (ii) represented in all material respects the financial position of the Company at the respective dates thereof and for the periods indicated, except for the omission of footnotes and statement of cash flows and subject to normal and recurring year-end adjustments. Except as set forth in the Unaudited 6/30/02 Financial Statements or specifically identified in the Company SEC Reports, the Company has no liabilities, contingent or otherwise, other than obligations and commitments incurred in the ordinary course of business that are not expectedrequired under generally accepted accounting principles to be reflected in the Unaudited 6/30/02 Financial Statements, in each case which, individually or in the aggregate, are not material to be the financial condition or operating results of the Company. The Company is not aware of any material liability of any nature, direct or indirect, contingent or otherwise, or any amount not adequately reflected or reserved against in amount)the Unaudited 6/30/02 Financial Statements and notes thereto.
(c) Except as disclosed in Section 4.7 The Company satisfies the requirements for use of Form S-3 for registration of the Parent Disclosure Letterresale of Registrable Securities (as defined in the Investors' Rights Agreement). The Company is not required to file and, neither Parent nor if it were to file a registration statement on Form S-3 on the date hereof, would not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date hereof and to which the Company is a party or by which the Company is bound which has not been previously filed as an exhibit to its reports filed with the SEC. To the knowledge of the Company, except for the issuance of the Series B Shares contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to the Company or its subsidiaries has any liabilities (absolutebusiness, accruedproperties, contingent operations, prospects or otherwise) of a nature financial condition, that would be required to be disclosed on a balance sheet by the Company under applicable securities laws or in the related notes to rules and policies of Nasdaq and the consolidated financial statements prepared in accordance Company's listing agreement with GAAP Nasdaq, and which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholehas not been publicly disclosed.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Elbit LTD)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, report and registration statement and definitive proxy statement (the “Parent SEC Reports”) filed by Parent with the SEC on or after January 1, 1997 Securities and prior to the date of this Agreement Exchange Commission (the "Parent SEC Reports")“SEC”) and any state securities regulation agencies, which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997prior to the date of this Agreement. All Parent SEC Reports required to be filed by Parent in the twelve (12) month period prior to the date of this Agreement were filed in a timely manner. As of their respective dates, dates the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were prepared in accordance and complied or will comply 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 thereunder applicable theretoto such Parent SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that Parent makes no representation is made or warranty whatsoever concerning any Parent SEC Report as of any time other than the date or period with respect to information included in the Parent SEC Reports that which it was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECfiled.
(b) Each Except as set forth in Schedule 3.7(b), each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with US GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or QSB of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents or will fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statementsstatements were, are or will be subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 of the have a Material Adverse Effect on Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ascend Acquisition Corp.)
SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by Parent since January 1, 2002 with the Company a correct SEC (collectively, the “Parent SEC Reports”). The Parent SEC Reports, including all forms, reports and complete copy of each report, schedule, registration statement and definitive proxy statement documents filed by Parent with the SEC on or after January 1, 1997 the date hereof and prior to the date Acquisition Merger Effective Time, (i) were and, in the case of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or hereof, will comply be, prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not at as of the time they are filed filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements madein such Parent SEC Reports, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries the Subsidiaries of Parent is required to file any reports forms, report, schedules or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in the Parent SEC Reports, including any Parent SEC Reports filed between the date of this Agreement and the Closing, complied or will comply, as to form of its respective date, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its the operations and cash flows of Parent and its consolidated Subsidiaries for the periods indicated (subjectindicated, in the case of the except as otherwise explained therein and except that any unaudited interim financial statements, statements are subject to normal audit and recurring year-end adjustments which were have not been made and are not expectedexpected to be material in amount, individually or in the aggregate. The unaudited balance sheet and notes related thereto of Parent contained in the Parent SEC Report on Form 10-Q for the fiscal Quarter ended September 30, 2004 is referred to be material in amount)herein as the “Parent Balance Sheet.”
(c) Except The chief executive officer and chief financial officer of Parent have made all certifications required by, and would be able to make such certifications as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any date hereof and as of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature the Closing Date as if required to be disclosed on a balance sheet or made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Parent is otherwise in compliance with all applicable effective provisions of the related notes to Sxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the NASDAQ.
(d) Each of the consolidated financial statements prepared (including, in accordance with GAAP which areeach case, individually or in the aggregate, material to the business, results of operations or financial condition of Parent any related notes and its subsidiaries taken as a whole, except liabilities (ischedules) set forth contained in the Parent SEC Reports filed with Reports, accurately reflects the SEC prior revenues and costs relating to the date of this Agreement or provided for in Parent's balance sheet Parent Material Contracts (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholedefined below).
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997prior to the date of this Agreement. All Parent SEC Reports required to be filed by Parent in the twenty-four (24) month period prior to the date of this Agreement were filed in a timely manner. As of their respective dates, dates the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were prepared in accordance and complied or will comply 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 thereunder applicable theretoto such Parent SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that Parent makes no representation is made or warranty whatsoever concerning any Parent SEC Report as of any time other than the date or period with respect to information included in the Parent SEC Reports that which it was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECfiled.
(b) Each Except as set forth in Schedule 3.7(b), each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or (with respect to filings after the date hereof) will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or (with respect to filings after the date hereof) will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents or (with respect to filings after the consolidated date hereof) will fairly present in all material respects the financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statementsstatements were, are or (with respect to filings after the date hereof) will be subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 of the have a Material Adverse Effect on Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made or will make available to the Company a correct true and complete copy of each reportits latest Annual Report on Form 10-K, schedule, registration statement and definitive proxy statement statement, annual report to shareholders and all periodic reports filed by Parent with the SEC on or after January 1Securities and Exchange Commission ("SEC") since the end of Parent's last fiscal year (collectively, 1997 as supplemented and prior to amended since the date time of this Agreement (filing, the "Parent SEC Reports"). The Parent SEC Reports, which are including all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Agreement, (i) complied were or will comply be prepared in all material respects with the all applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed filed, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no . The representation is made with respect in clause (ii) of the preceding sentence does not apply to information included any misstatement or omission in the any Parent SEC Reports that Report filed prior to the date of this Agreement which was provided in writing superseded by a subsequent Parent SEC Report filed prior to the Company. None date of Parent's subsidiaries is required to file any reports or other documents with the SECthis Agreement.
(b) Each of the The audited consolidated financial statements (including, and unaudited consolidated interim financial statements of Parent and its Subsidiaries included or incorporated by reference in each case, any related notes thereto) contained in the such Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout during the periods involved (except as may otherwise be indicated in the notes thereto orthereto) and present fairly, in all material respects, the financial position and results of operations and cash flows of Parent and its Subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (except, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated all such financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited statements that are interim financial statements, to for normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amountyear-end adjustments).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct accurate and complete copy copies (including copies of exhibits) of each report, schedule, registration statement (on a form other than Form S-8) and definitive proxy statement filed by Parent with the SEC on or after January 1between December 16, 1997 2005 and prior to the date of this Agreement (the "“Parent SEC Reports"Documents”), which are all . As of the forms, reports and documents required to be time it was filed by Parent with the SEC since January 1(or, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or will not at the time they are filed contain Exchange Act (as the case may be); and (ii) none of the Parent 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 madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the . Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is has timely filed all reports and material required to file any reports or other documents with be filed pursuant to Section 13, 14 and 15(d) of the SECExchange Act during the twelve months prior to the date of this Agreement.
(b) Each Parent will promptly deliver to Company any Parent SEC Reports filed between the date hereof and the Effective Time. None of such Parent SEC Reports, as of their respective dates (as amended through the date hereof), contained or, with respect to the Parent SEC Reports filed after the date hereof, will contain any untrue statement of material fact or omitted or, with respect to the Parent SEC Reports filed after the date hereof, will omit to state a material fact required to be stated therein. Except as specifically contemplated by this Agreement or reflected in the Parent SEC Reports, there has not been (a) any change or event having a Material Adverse Effect on Parent, (b) any declaration setting aside or payment of any dividend or distribution with respect to the Parent Common Stock or other than consistent with past practices, or (c) any material change in Parent’s accounting principles, procedures or methods.
(c) The consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form Documents: (i) are accurate and complete in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been respects; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (covered, except as may be indicated in the notes thereto or, to such financial statements and (in the case of the unaudited statements, ) as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) and each fairly presented present the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in for the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeperiods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent PARENT SEC ReportsREPORTS"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997prior to the date of this Agreement. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were timely filed and prepared in accordance and complied or will comply 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 thereunder applicable thereto, to such Parent SEC Reports; and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that Parent makes no representation is made with respect to information included in or warranty whatsoever concerning the Parent SEC Reports that was provided in writing by as of any time other than the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECtime they were filed.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, at the time they were filed complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents or will fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statementsstatements were, are or will be subject to normal audit year-end adjustments which were not and are will not expected, individually or have a Material Adverse Effect on Parent in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after Since January 1, 1997 2013, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and prior other documents (including exhibits and all other information incorporated therein) required to be filed with or furnished to the SEC by the Company (such documents and any documents filed with or furnished to the SEC after the date of this Agreement (Agreement, the "Parent “Company SEC Reports"Documents”), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997. As of their respective dates, the Parent Company SEC Reports and any formsDocuments complied, reports and other documents or if filed by Parent and Sub after or furnished subsequent to the date of this Agreement (i) complied or Agreement, will comply comply, in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Company SEC Documents and, and (ii) did not at except to the time they were filed (or if amended extent that information contained in any Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date of this Agreement then on Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained, and any Company SEC Document filed with or furnished to the SEC subsequent to the date of such filing) or this Agreement will not at the time they are filed contain contain, 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the The consolidated financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Parent Company SEC Reports Documents: (i) complied or, if filed with or furnished to the SEC subsequent to the date of this Agreement, will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, had been ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or as permitted by Regulation S-X, or, in the case of the unaudited financial statements, as permitted by Form 10-Q Q, Form 8-K or any successor form under the Exchange Act regulations promulgated by the SECAct); and (iii) and each fairly presented present, in all material respects, the consolidated financial position of Parent the Company and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicated covered thereby (subject, in the case of the unaudited interim financial statements, to normal audit and recurring year-end adjustments which were not and that are not expectednot, individually or in the aggregate, material). No financial statements of any Person other than the Company are required by GAAP to be material included in amount)the consolidated financial statements of the Company.
(c) Except The Company maintains, and at all times since January 1, 2013 has maintained, a system of internal controls over financial reporting (as disclosed defined in Section 4.7 Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the Parent Disclosure Letter, neither Parent nor any preparation of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared for external purposes in accordance with GAAP which areGAAP, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities 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 assets of the Company; (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 directors of the Company; 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 controls over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2013, and, except as set forth in the Parent Company SEC Reports Documents filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet Agreement, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and related notes theretonot subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal controls over financial reporting as of December 31, 1996 filed 2013. To the knowledge of the Company, except as set forth in the Parent Company SEC Reports Documents filed prior to the date of this Agreement, since January 1, 2013, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company; or (3) any claim or allegation regarding any of the foregoing.
(d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed 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 each of 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. The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ.
(e) None of the Acquired Corporations is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Corporations, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, 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, any Acquired Corporation in any Acquired Corporation’s published financial statements or other Company SEC Documents.
(f) There have been no written or, to the knowledge of the Company, oral inquiries, interrogatories or comments with respect to any of the Company SEC Documents from the SEC, NASDAQ or any other Governmental Body received since January 1, 2013. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Corporations.
(g) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the Sxxxxxxx-Xxxxx Act, neither the Company nor any of its Affiliates acting on behalf of any of the Acquired Corporations has made, arranged, modified (in any material respect) or forgiven personal loans to any executive officer or director of the Acquired Corporations.
(h) Since December 31, 2012, (i) none of the Acquired Corporations or, to the knowledge of the Company, any auditor, accountant or representative of the Acquired Corporations has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Acquired Corporations or their respective internal accounting controls relating to periods after December 31, 2012 (except for any of the foregoing which have no reasonable basis) and (ii) incurred since no attorney representing any Acquired Corporation, whether or not employed by any Acquired Corporation, has reported evidence of a material violation of securities Legal Requirements or evidence of breach of fiduciary duty or similar Legal Requirement relating to periods after December 31, 1996 2012, by the Company or any Company Associate to the Board of Directors of the Company or any committee thereof or, to the knowledge of the Company, any director or executive officer of the Company.
(i) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
(j) The information with respect to the Company that the Company furnishes to Parent or Purchaser in writing specifically for use in the ordinary course Schedule TO and the Offer Documents, at the time of businessthe filing of the Schedule TO, none at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which are material they were made, not misleading.
(k) Notwithstanding the foregoing, the Company makes no representation with respect to the business, results of operations statements made or financial condition incorporated by reference therein based on information supplied by or on behalf of Parent and its subsidiaries, taken as a wholeor Purchaser for inclusion or incorporation by reference in the Company Disclosure Documents.
Appears in 1 contract
Samples: Merger Agreement (Volcano Corp)
SEC Filings; Financial Statements. (a) Parent Purchaser has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent it with the SEC Securities and Exchange Commission (the “SEC”) since January 1December 31, 1997. As of their respective dates2006 (collectively, the Parent “Purchaser SEC Reports”). The Purchaser SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply were prepared in all material respects in accordance with either the requirements of the Securities Act or the Securities Exchange ActAct of 1934, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable theretopromulgated thereunder, and (ii) did not not, at the time they were filed (or filed, or, if amended or superseded by a filing prior to the date amended, as of this Agreement then on the date of such filing) or will not at the time they are filed 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 mademade therein, in the light of the circumstances under which they were made, not misleading, provided, however, that . There are no representation is made SEC staff comments with respect to information included in the Parent SEC Reports Purchaser’s public filings that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEChave not been made publicly available.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Purchaser SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-10 Q or the Exchange Act regulations promulgated by of the SEC) and each fairly presented presents, in all material respects, the consolidated financial position position, results of Parent operations and cash flows of Purchaser and its consolidated subsidiaries in all material respects Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein, except as otherwise noted therein, (subject, in the case of the unaudited interim financial statements, to normal audit and recurring year-end adjustments which were have not had, and are would not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed The Internal Controls utilized by Purchaser are designed to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s financial statements. To the Knowledge of Purchaser, there are no material weaknesses or significant deficiencies in Section 4.7 the design or operations of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries Internal Controls utilized by Purchaser. Purchaser has any liabilities (absolute, accrued, contingent or otherwise) of a nature required implemented disclosure controls and procedures designed to be disclosed on a balance sheet or in the related notes ensure that material information relating to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent Purchaser and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior consolidated Subsidiaries is made known to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent Purchaser’s management by others within Purchaser and its subsidiaries, taken as a wholeconsolidated Subsidiaries.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Be Aerospace Inc)
SEC Filings; Financial Statements. (a) Parent Buyer has filed with the SEC and has heretofore made available to the Company a correct true and complete copy of each reportcopies of, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, schedules, statements, exhibits and other documents required to be filed by Parent with the SEC it and its subsidiaries on or since January 1, 19972004 under the Securities Act and the Exchange Act (collectively, the "BUYER SEC DOCUMENTS"), and will promptly make available to the Company all such forms, reports, schedules, statements, exhibits and other documents as are filed prior to the Closing. As of their respective datesdates or, if amended prior to the Parent date hereof, as of the date of the last such amendment, Buyer SEC Reports Documents complied, and any forms, reports reports, schedules, statements, exhibits and other documents filed by Parent and Sub after Buyer may file with the SEC subsequent to the date of this Agreement (i) complied hereof until the Closing, including, without limitation, any financial statements or schedules included therein, will comply comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or and will not at the time they are 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 madetherein, in light of the circumstances under which they were or will be made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated The financial statements (includingof Buyer and its subsidiaries, in each case, any including all related notes thereto) and schedules, contained in the Parent Buyer SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been were prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto orthereto), in and fairly present (on a consolidated basis, if applicable)
(a) the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent Buyer, as of the dates thereof, and (b) its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and operations, cash flows and changes in stockholders' equity for the periods indicated then ended (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were year-end adjustments). Since the January 1, 2004, there has not and are not expectedbeen any material change, individually or in the aggregateany application or request for any material change, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor by Buyer or any of its subsidiaries has any liabilities subsidiaries, in accounting principles, methods or policies for financial accounting or Tax purposes (absolutesubject, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes case of the unaudited interim financial statements, to normal year-end adjustments). To the extent required, Buyer has complied in all material respects with the provisions of the Xxxxxxxx - Xxxxx Act of 2002 to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material extent it has been applicable to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeBuyer historically.
Appears in 1 contract
SEC Filings; Financial Statements. (aA) Parent The Company has made available to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 19972002, and all amendments thereto (the "COMPANY SEC DOCUMENTS"). Except as set forth in Part 2.4 of the Company Disclosure Schedule, all statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC have been so filed on a timely basis. None of the Company's Subsidiaries is required to file any documents with the SEC. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents time it was filed by Parent and Sub after the date of this Agreement (i) complied or will comply in all material respects with the requirements of the Securities Act or the Exchange ActSEC (or, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or will not at the time they are filed contain Exchange Act (as the case may be); and (ii) none of the Company 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 madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(bB) Each The financial statements of the consolidated financial statements Company (including, in each case, including any related notes theretonotes) contained in the Parent Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, had been except as noted in the Company Disclosure Schedule; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or on Part 2.4(b) of the Company Disclosure Schedule or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC, and (iii) and each fairly presented present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries in all material respects as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated subsidiaries for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)covered thereby.
(cC) Except as disclosed in The Company has timely filed all certifications and statements required by (x) Rule 13a-14 under the Exchange Act or (y) 18 U.S.C. Section 4.7 1350 (Section 906 of the Parent Disclosure Letter, neither Parent nor Sarbanes-Oxley Act of 2002) with respect to any Company SEC Documents. Xxx Xxxxxxx xaintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act.
(D) The Company has in place internal controls over financial reporting that are designed to provide reasonable assurance regarding the reliability of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) financial reporting and the preparation of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared for external purposes in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities include policies and procedures that: (i) set forth in the Parent SEC Reports filed with the SEC prior pertain to the date maintenance of this Agreement or provided for records that in Parent's balance sheet (reasonable detail accurately reflect the transactions and related notes thereto) as dispositions of December 31, 1996 filed in the Parent SEC Reports or assets of the Company; (ii) incurred since December 31provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, 1996 and that receipts and expenditures of the Company are being made only in accordance with authorization of management and the advisors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements.
(E) Since January 1, 2002, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of the Company, the board of directors of the Company or any committee thereof, other than ordinary course audits or review of business, none accounting polices and practices or internal controls required by the Sarbanes-Oxley Act of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole2002.
Appears in 1 contract
Samples: Merger Agreement (Med-Design Corp)
SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Signing Stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997prior to the date of this Agreement. As of their respective dates, dates the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were prepared in accordance and complied or will comply 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 thereunder applicable theretoto such Parent SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that Parent makes no representation is made with respect to information included in or warranty whatsoever concerning the Parent SEC Reports that was provided in writing by as of any time other than the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECtime they were filed.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or QSB of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents or will fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statementsstatements were, are or will be subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 of the have a Material Adverse Effect on Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Juniper Partners Acquisition Corp.)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997. As 2004, including, without limitation, all exhibits required to be filed therewith, and has made available to the Company true, complete and correct copies of their respective dates, all of the Parent SEC Reports and same so filed (including any forms, reports and other documents filed by Parent and Sub after the date hereof, the “Parent SEC Reports”), other than the unredacted version of this Agreement documents for which confidential treatment has been granted by the SEC or for which such treatment has been applied and is pending. The Parent SEC Reports: (i) at the time filed complied (or will comply when filed, as the case may be) in all material respects with the applicable requirements of the Securities Act or and/or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, ; and (ii) did not at the time they were filed (or or, if later filed, amended or superseded by a filing prior to the date of this Agreement superseded, then on the date of such later filing) or will not at the time they are 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 madecontained therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (collectively, the “Parent Financial Statements”), complied or will comply, as the case may be, as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q or the Exchange Act regulations QSB promulgated by the SEC) , and each fairly presented or will fairly present, as the case may be, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjecttherein indicated, except, in the case of the unaudited interim financial statements, to statements for the absence of footnotes and normal audit year-end adjustments which were not and are will not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Contribution Agreement (Amalgamated Technologies Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are furnished all the forms, reports reports, schedules, statements and other documents required to be filed by Parent it with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 19972018 (collectively, the “Parent SEC Documents”). Parent has delivered or made available to the Company (including through XXXXX) accurate and complete copies of the Parent SEC Documents and of all comment letters received by Parent from the Staff of the SEC since the end of Parent’s most recent fiscal year and all responses to such comment letters by or on behalf of Parent. No subsidiary of Parent is required to file with or furnish to the SEC any forms, reports, schedules, statements or other documents. As of their respective filing dates, the each Parent SEC Reports Document and any forms, reports and other documents all Parent SEC Documents filed by Parent and Sub after the date of this Agreement (i) complied or hereof but before the Closing complied, or, if filed after the date hereof, will comply comply, in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may beapplicable, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at thereunder. None of the time they were Parent SEC Documents nor any Parent SEC Documents filed (or if amended or superseded by a filing prior to after the date hereof but before the Closing, as of this Agreement then on their respective filing dates, contain, or, if filed after the date of such filing) or hereof, will not at the time they are filed contain 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 mademade therein, in light of the circumstances under which they were made, not misleading, providedexcept to the extent corrected by a Parent SEC Document filed subsequently. The consolidated financial statements of Parent, howeverincluding the notes thereto, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by Documents (the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b“Parent Financial Statements”) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had have been prepared from the books and records of Parent in accordance with GAAP consistently applied on a consistent basis throughout and Regulation S-K of the periods involved SEC (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, as permitted by Form 10-Q or under the Exchange Act regulations promulgated by the SECAct) and each fairly presented present fairly, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations operations, changes in shareholders’ equity and cash flows for the periods indicated then ended (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or year-end adjustments). There has been no change in Parent’s accounting policies except as described in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeFinancial Statements.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Altimmune, Inc.)
SEC Filings; Financial Statements. (a) Parent has The Company and Seller have made available to the Company Buyer a correct and complete copy copy, or there has been available on the EXXXX system maintained by the SEC, copies of each report, schedule, registration statement and definitive proxy statement filed by Parent the Company with the SEC on or after January 1, 1997 and for the five (5) years prior to the date of this Agreement (the "Parent “SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent the Company with the SEC since January 1, 1997for the five (5) years prior to the date of this Agreement. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were prepared in accordance and complied or will comply 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 thereunder applicable theretoto such SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each The Company is subject to the reporting and filing requirements of the consolidated Exchange Act. The Company is not aware of any deficient or outstanding filings or unresolved staff comments with the SEC as of the date of this Agreement in connection with any of its filing requirements
(c) Each set of financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied (collectively, the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been were prepared in accordance with GAAP GAAP, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or promulgated under the Exchange Act regulations promulgated by the SECAct) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries presents in all material respects as the financial position of the Company at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount)have a Material Adverse Effect.
(cd) Except as disclosed in Section 4.7 As of the Parent Disclosure Letter, neither Parent nor any date of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a all balance sheet or sheets included in the related notes SEC Reports, except as and to the consolidated financial statements extent reflected or reserved against therein, the Company had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with GAAP which areGAAP, individually or and all assets reflected therein are properly reported and present fairly the value of the assets of the Company, in accordance with GAAP. All statements of operations, stockholders’ equity and cash flows included in the aggregateSEC Reports reflect fairly the information required to be set forth therein by GAAP.
(e) Since January 1, material 2006, the Company has maintained a system of internal accounting controls sufficient to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities provide reasonable assurance that: (i) set forth transactions are executed in the Parent SEC Reports filed accordance with the SEC prior to the date of this Agreement management’s general or provided for in Parent's balance sheet (and related notes thereto) as of December 31specific authorizations, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, 1996 (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the ordinary course recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(f) The books and records, financial and otherwise, of business, none of which the Company are in all material to the business, results of operations or financial condition of Parent aspects complete and its subsidiaries, taken as a wholecorrect and have been maintained in accordance with good business and accounting practices.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and for the 36 months prior to the date of this Agreement (the "Parent SEC Reports"), which which, to Parent's knowledge, are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997for the 36 months prior to the date of this Agreement. As of their respective dates, to Parent's knowledge, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were prepared in accordance and complied or will comply 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 thereunder applicable theretoto such Parent SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superceded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that Parent makes no representation is made with respect to information included in or warranty whatsoever concerning the Parent SEC Reports that was provided in writing by as of any time other than the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECtime they were filed.
(b) Each To Parent's knowledge, each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or QSB of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount)have a Material Adverse Effect on Parent taken as a whole.
(c) Except as disclosed in Section 4.7 Parent has previously furnished to Company a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeExchange Act.
Appears in 1 contract
Samples: Merger Agreement (Chiste Corp)
SEC Filings; Financial Statements. (a) Parent Except as disclosed in Section 6.5 of the Crescent Disclosure Memorandum, Crescent has timely filed and made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the Futurus all SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents Documents required to be filed by Parent with the SEC Crescent since January 1, 19972001 (together with all such SEC Documents filed, whether or not required to be filed, and as amended and/or restated the “Crescent SEC Reports”). As of their respective dates, the Parent The Crescent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) at the time filed, complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC thereunder other applicable thereto, Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not filing or, in the case of registration statements, at the time they are filed effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Crescent SEC Reports or necessary in order to make the statements madein such Crescent SEC Reports, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries No Crescent Subsidiary is required to file any reports or other documents with SEC Documents. Crescent has filed all Crescent SEC Reports required to be filed to meet the SECrequirements of SEC Rule 144(c) under the Securities Act.
(b) Each of the consolidated financial statements Crescent Financial Statements (including, in each case, any related notes theretonotes) contained in the Parent Crescent SEC Reports, including any Crescent SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited interim statements, as permitted by Form 10-Q of the SEC or the Exchange Act regulations promulgated by the SEC) SEC releases related to non-GAAP data), and each fairly presented in all material respects the consolidated financial position of Parent Crescent and its consolidated subsidiaries in all material respects Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit and recurring year-end adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount)amount or effect.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Crescent Banking Co)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed by Parent with the SEC since January 1December 31, 1997. As 2012, including (i) its Annual Reports on Form 10-K for the fiscal years ended, December 31, 2012, December 31, 2013 and December 31, 2014, respectively, (ii) all proxy statements relating to Parent’s meetings of their respective datesstockholders (whether annual or special) held since December 31, 2012, (iii) all other reports or registration statements filed by Parent with the SEC since December 31, 2012, and (iv) all amendments and supplements to the foregoing filed by Parent with the SEC since December 31, 2012 (collectively, the “Parent SEC Reports”). The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (iA) complied or will comply 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 the rules and regulations of the SEC thereunder applicable thereto, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are 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 madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that . There are no representation is made outstanding or unresolved comments in comment letters received from the SEC with respect to information included in the Parent SEC Reports. To the Knowledge of Parent, none of the Parent SEC Reports that was provided in writing by the Companyis subject to ongoing SEC review. None of Parent's subsidiaries the Parent Subsidiaries is required to file any forms, reports or other documents with the SEC, other than as part of Parent’s consolidated group. Parent is and has been since December 31, 2012 in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference into the Parent SEC Reports at the time filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been thereto as of their respective dates and was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC) ), and each fairly presented presents in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements included therein were or are subject to normal audit and recurring year-end adjustments which were not as permitted by GAAP. The books and records of Parent and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date of this Agreement, BDO USA, LLP has not expected, individually resigned or been dismissed as independent public accountants of Parent as a result of or in the aggregateconnection with any disagreements with Parent on a matter of accounting principles or practices, to be material in amount)financial statement disclosure or auditing scope or procedure.
(c) Except Parent has established and maintains “disclosure controls and procedures” (as disclosed defined in Section 4.7 of Rule 13a-15(e) promulgated under the Exchange Act) that are designed to provide reasonable assurance that material information (both financial and non-financial) relating to Parent Disclosure Letter, neither Parent nor any of and its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature Subsidiaries required to be disclosed on a balance sheet or by Parent in the related notes reports that it files with the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure and to make the consolidated certifications of the principal executive officer and the principal financial officer of Parent required by Xxxxxxxx-Xxxxx with respect to such reports.
(d) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act). Such internal controls are designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements prepared for external purposes in accordance with GAAP which areGAAP. Since December 31, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to 2012 through the date of this Agreement Agreement, Parent has disclosed to Parent’s auditors or provided for audit committee, to the extent required by Xxxxxxxx-Xxxxx and the Exchange Act, and based upon the most recent evaluation of the principal executive officer and principal financial officer of Parent’s internal controls over financial reporting (i) any significant deficiencies (as defined in Parent's balance sheet Section 4.7(d)) or material weaknesses (and related notes theretoas defined in Section 4.7(d)) as of December 31, 1996 filed in the Parent SEC Reports design or operation of internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (ii) incurred any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. Parent has made available to the Company a summary of any such disclosure regarding material weaknesses and fraud made by management to Parent’s auditors and audit committee since December 31, 1996 in 2012 through the ordinary course date of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholethis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ceco Environmental Corp)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed with the Securities and Exchange Commission (the "SEC") and has heretofore delivered to the Company, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal year ended June 29, 1996, (ii) its Quarterly Report on Form 10-Q for the quarter ended September 28, 1996, (ii) its proxy statement relating to Parent's meeting of stockholders to be held November 21, 1996 and (iv) all amendments and supplements to all such reports and statements filed by Parent with the SEC since January 1, 1997. As of their respective dates(collectively, the "Parent SEC Reports"). The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are 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 madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECthereto) and each fairly presented presents in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit and recurring year-end adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Registry Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent it with the SEC since January 1, 19972003 (the “Parent SEC Reports”). As of their respective dates, the The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply as to form in all material respects with the applicable requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable thereto, promulgated thereunder; and (ii) did not not, at the time they were filed (or filed, or, if amended or superseded by a filing prior to the date amended, as of this Agreement then on the date of such filing) or will not at the time they are filed 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 mademade therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECthereto) and each fairly presented presents, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amountrecurring year-end adjustments).
(c) Except as disclosed in Section 4.7 and to the extent set forth on the consolidated balance sheet of Parent as of July 31, 2004, including the notes thereto (the “Parent Disclosure LetterBalance Sheet”), neither Parent nor has no liability or obligation of any of its subsidiaries has any liabilities nature (whether accrued, absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole), except for liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31obligations, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of businessbusiness consistent with past practice since July 31, none 2004 that would not prevent or materially delay consummation of which are material the Merger and would not have a Material Adverse Effect. Ernst & Young LLP, who has expressed its opinion with respect to the business, results of operations or financial condition statements of Parent included in the SEC Reports is an independent public or certified public accountant firm as required under the Securities Act and its subsidiariesthe Exchange Act.
(d) Parent is in compliance with the provisions of S/OX applicable to it as of the date hereof and has implemented such programs and has taken reasonable steps, taken as a wholeupon the advice of Parent’s independent auditors and outside counsel, respectively, to ensure Parent’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all provisions of S/OX which shall become applicable to Parent after the date hereof.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997. As of their respective dates(collectively, the "Parent SEC Reports"). The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) at the time they were filed, complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact require to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that . Parent and Sub make no representation is made with respect to information included in or warranty whatsoever concerning the Parent SEC Reports that was provided in writing by as of any time other than the Companytime they were filed. None of the Parent's subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) (the "Parent Financial Statements") contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had has been prepared in accordance with GAAP applied on a consistent basis throughout the periods period involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECthereto) and each fairly presented presents in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit and recurring year-end adjustments which were not and or are not expectedexpected to be, individually or in the aggregate, materially adverse to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities .
(ic) set forth in the Parent SEC Reports filed with the SEC prior to Since the date of this Agreement or provided for the latest Parent SEC Report referred to in Parent's balance sheet (a), above, and related notes thereto) as of December 31through both the date hereof, 1996 filed there has not been and will not be, any material adverse change in the Parent SEC Reports financial results or (ii) incurred since December 31, 1996 in business of the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeParent.
Appears in 1 contract
Samples: Merger Agreement (Commerce One Inc)
SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by Parent since January 1, 2003 with the Company a correct SEC (collectively, the “Parent SEC Reports”). The Parent SEC Reports, including all forms, reports and complete copy of each report, schedule, registration statement and definitive proxy statement documents filed by Parent with the SEC on or after January 1, 1997 the date hereof and prior to the date Effective Time, (i) were and, in the case of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or hereof, will comply be, prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not at as of the time they are filed filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements madein such Parent SEC Reports, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries the Subsidiaries of Parent is required to file any reports forms, report, schedules or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in the Parent SEC Reports, including any Parent SEC Reports filed between the date of this Agreement and the Closing, complied or will comply, as to form of its respective date, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its the operations and cash flows of Parent and its consolidated Subsidiaries for the periods indicated (subjectindicated, in the case of the except as otherwise explained therein and except that any unaudited interim financial statements, statements are subject to normal audit and recurring year-end adjustments which were have not been made and are not expectedexpected to be material in amount, individually or in the aggregate. The unaudited balance sheet and notes related thereto of Parent contained in the Parent SEC Report on Form 10-Q for the fiscal quarter ended September 30, 2005 is referred to be material in amount)herein as the “Parent Balance Sheet.”
(c) Except The chief executive officer and chief financial officer of Parent have made all certifications required by, and would be able to make such certifications as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any date hereof and as of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature the Closing Date as if required to be disclosed on a balance sheet or made as of such dates pursuant to, Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Parent is otherwise in compliance with all applicable effective provisions of the related notes to Xxxxxxxx-Xxxxx Act and the applicable listing standards and corporate governance rules of the Nasdaq.
(d) Each of the consolidated financial statements prepared (including, in accordance with GAAP which areeach case, individually or in the aggregate, material to the business, results of operations or financial condition of Parent any related notes and its subsidiaries taken as a whole, except liabilities (ischedules) set forth contained in the Parent SEC Reports filed with Reports, accurately reflects the SEC prior revenues and costs relating to the date of this Agreement or provided for in Parent's balance sheet Parent Material Contracts (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholedefined below).
Appears in 1 contract
Samples: Merger Agreement (Nanometrics Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct accurate and complete copy copies (excluding copies of exhibits) of each report, schedule, registration statement (on a form other than Form S-8) and definitive proxy statement filed by Parent with the SEC on or after between January 1, 1997 2000 and prior to the date of this Agreement (the "Parent SEC ReportsDocuments"), which are all . As of the forms, reports and documents required to be time it was filed by Parent with the SEC since January 1(or, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or will not at the time Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained as of the date they are were filed contain 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 madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included except insofar as any such statements were corrected in the any subsequently filed Parent SEC Reports that was provided in writing by Documents. Parent is eligible to use Form S-3 for registration of securities of Parent under the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECSecurities Act.
(b) Each of the The consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, had been ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (covered, except as may be indicated in the notes thereto or, to such consolidated financial statements and (in the case of the unaudited statements, ) as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC, and except that unaudited financial statements may not contain a full set of footnotes and are subject to year-end audit adjustments, and except that the financial statements may have been amended due to subsequent events as reflected in subsequently filed Parent SEC Documents; and (iii) and each fairly presented present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of Parent for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)covered thereby.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Titan Corp)
SEC Filings; Financial Statements. (a) Parent has filed with the SEC and heretofore made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent it with the SEC since January 1, 19972011 (the “Parent SEC Documents”). As of their respective dates, the Parent SEC Reports and any forms, reports and other documents time it was filed by Parent and Sub after the date of this Agreement (i) complied or will comply in all material respects with the requirements of the Securities Act or the Exchange ActSEC (or, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or will not at the time they are filed contain Exchange Act (as the case may be); and (ii) none of the Parent 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 madetherein, in the light of the circumstances under which they were made, not misleading. Parent meets the registrant requirements to use, providedand is eligible to use, however, that no representation is made Form S-3 for the registration under the Securities Act of the resale of Parent Common Stock contemplated to be issued pursuant to the Merger in accordance with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECthis Agreement.
(b) Each of the The consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, had been ; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (covered, except as may be indicated in the notes thereto or, to such financial statements and (in the case of the unaudited statements, ) as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) and each fairly presented present the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in for the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeperiods covered thereby.
Appears in 1 contract
Samples: Merger Agreement (Cavium, Inc.)
SEC Filings; Financial Statements. (a) Parent has made available to the Company filed or furnished, as applicable, on a correct and complete copy of each reporttimely basis all forms, schedulestatements, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the formscertifications, reports and documents required to be filed or furnished by Parent it with the SEC under the Exchange Act or the Securities Act since January 1, 19972015 (the forms, statements, reports and documents filed or furnished since January 1, 2015 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Parent SEC Reports”). As Each of their respective dates, the Parent SEC Reports and any formsReports, reports and other documents filed by Parent and Sub after at the date time of this Agreement (i) its filing or being furnished, complied or will comply in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the any rules and regulations of the SEC promulgated thereunder applicable theretoto the Parent SEC Reports. As of their respective dates (or, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, as of this Agreement then on the date of such filing) or will amendment), the Parent SEC Reports did not at the time they are 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 mademade therein, in light of the circumstances under in which they were made, not misleading.
(b) As of the date of this Agreement, providedParent has timely responded to all comment letters of the staff of the SEC relating to the Parent SEC Reports, howeverand the SEC has not advised Parent that any final responses are inadequate, that no representation is insufficient or otherwise non-responsive. Parent has made with respect available to information included in the Company true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other hand, occurring since January 1, 2015. To the Knowledge of Parent, as of the date of this Agreement, none of the Parent SEC Reports that was provided in writing by is the Company. None subject of Parent's subsidiaries is required to file any reports ongoing SEC review or other documents with the SECoutstanding SEC comment.
(bc) Each of the consolidated financial statements (including, in each case, any related notes or schedules thereto) contained included in or incorporated by reference into the Parent SEC Reports complied as to form fairly presents, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of its date, and each of the consolidated statements of income, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (except as indicated in the notes thereto, and in the case of unaudited statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (the “Parent Financial Statements”).
(d) Parent has designed and maintains a system of internal accounting controls to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since January 1, 2017, Parent and each of its Subsidiaries has 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 and there have been no instances of fraud, whether or not material, involving the management of Parent or other employees of Parent who have a significant role in the internal control over financial reporting of Parent, and such system is effective in providing such assurance. Since January 1, 2017, Parent and each of its Subsidiaries (i) has had in place disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed and maintained to ensure that 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 by the SEC’s rules and forms and, to the Knowledge of Parent, such disclosure controls and procedures are effective (ii) has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to Parent’s auditors and the audit committee of the Board of Directors of Parent (and made summaries of such disclosures available to the Company) (A) (i) any significant deficiencies in the design or operation of internal control over financial reporting that would adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information, and (ii) any material weakness in internal control over financial reporting, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. Each of Parent and its Subsidiaries have materially complied with or substantially addressed such deficiencies, material weaknesses or fraud. Parent is in compliance in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case with all effective provisions of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)Xxxxxxxx-Xxxxx Act.
(ce) Except as disclosed in Section 4.7 Each of the principal executive officer of Parent Disclosure Letterand the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, neither as applicable) 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 and the rules and regulations of the SEC promulgated thereunder with respect to the Parent nor SEC Reports, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this Section 3.5(e), “principal executive officer” and “principal financial officer” have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. None of Parent or any of its subsidiaries Subsidiaries has outstanding, or has arranged any liabilities outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the Xxxxxxxx-Xxxxx Act.
(absolutef) Neither the Parent or any of its Subsidiaries nor, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition Knowledge of Parent and its subsidiaries taken as a wholeany director, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement officer, employee, or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports internal or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition external auditor of Parent and or any of its subsidiariesSubsidiaries has received or otherwise had or obtained actual knowledge of any substantive material complaint, taken as a wholeallegation, assertion or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent The Company has made available to the Company a correct and complete copy of each reportfiled or furnished, scheduleas applicable, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and other documents required to be filed by Parent with it with, or furnished to, the SEC since January 1, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other 2019 (such documents filed since January 1, 2019, and those filed by Parent and Sub after the Company with the SEC subsequent to the date of this Agreement, if any, including any amendments thereof, the “SEC Reports”). Each SEC Report (x) complied, or if filed subsequent to the date of the Agreement (i) complied or will comply comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable theretopromulgated thereunder, and (iiy) did not not, at the time they were it was filed (or or, if amended or superseded by a filing prior to the date hereof, as of this Agreement then on the date of such filing) amendment), contain, or will not if filed after the date hereof at the time they are filed contain of the filing will 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 mademade therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries No Company Subsidiary has been or is required to file any reports form, report or other documents document with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in filed by the Parent Company with the SEC Reports complied as to form in all material respects with applicable accounting requirements and with (collectively, the published rules and regulations “Company Financial Reports”) (A) were (or if filed after the date hereof at the time of the SEC with respect thereto, had been filing will be) prepared in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto orthereto), in and (B) fairly present (or if filed after the case date hereof at the time of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECfiling will fairly present) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects the consolidated financial position, results of operations and cash flows of the Company and its consolidated Company Subsidiaries (the “Company Group”) as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein (subject, in the case of the unaudited interim financial statements, to normal audit year-end adjustments which were not and are not expected, individually or in the aggregate, to be material in amountany other adjusts described therein).
(c) Except as disclosed in Section 4.7 The Company has no liabilities of the Parent Disclosure Letterany nature (whether accrued, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), other than liabilities (i) of a nature required to be disclosed on a balance sheet disclosed, reflected or otherwise reserved against in the Audited Company Balance Sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or of the Company Group (including the notes thereto) included in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent Company SEC Reports filed prior to the date of this Agreement; (ii) arising pursuant to this Agreement or incurred in connection with the SEC Transactions (including any Transaction Litigation); (iii) for performance of obligations of the Company under Contracts binding upon the Company (other than resulting from any breach, termination or acceleration of such Contracts) either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 entered into in the ordinary course of businessbusiness following the date of this Agreement; (iv) incurred in the ordinary course of business on or after September 30, none 2021 (the “Latest Balance Sheet”); or (v) that, individually or in the aggregate, would not (A) reasonably be expected to prevent or delay beyond the Outside Date the consummation of which the Merger or (B) have a Material Adverse Effect.
(d) The Company has established and maintains, and has at all times since January 1, 2019 maintained, “disclosure controls and procedures” and “internal control over financial reporting” (in each case, as defined pursuant to Rule 13a-15 and Rule 15d-15 promulgated under the Exchange Act). The Company’s disclosure controls and procedures are designed to ensure that all (i) material information required to be disclosed by the Company in the reports and other documents that it files or furnishes pursuant to the businessExchange Act is recorded, results processed, summarized and reported within the time periods specified in the rules and forms of operations the SEC; and (ii) such material 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 Sxxxxxxx-Xxxxx Act of 2002 (“SOX”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended December 31, 2020, and such assessment concluded that such system was effective as of such time. Since January 1, 2019, the principal executive officer and principal financial officer of the Company have made all certifications required by SOX (including Sections 302 and 906 thereof). Neither the Company nor its principal executive officer or principal financial condition officer has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of Parent filing of such certifications.
(e) The Company has established and its subsidiariesmaintains, taken and at all times since January 1, 2019 has maintained, a system of internal accounting controls that are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with 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 Group; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company Group are being made only in accordance with appropriate authorizations of the Company’s management 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 Group. In the last three years, neither the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of (A) in connection with the applicable evaluation of internal controls over financial reporting prior to the date of this Agreement, any significant deficiency or material weakness in the system of internal control over financial reporting utilized by the Company Group that has not been subsequently remediated; or (B) any fraud, whether or not material, that involves the Company’s management or other employees who have a wholerole in the preparation of financial statements or the internal control over financial reporting utilized by the Company Group. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports.
Appears in 1 contract
Samples: Merger Agreement (Resonant Inc)
SEC Filings; Financial Statements. (a) Parent Issuer has made available filed or furnished all forms, documents and reports required to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Parent with the SEC on or after January 1, 1997 and furnished prior to the date of this Agreement by it with the SEC, together with all certifications required pursuant to the Xxxxxxxx- Xxxxx Act of 2002, since June 2, 2006 (the "Parent “Issuer SEC Reports"”), which are all the formseach of which, reports and documents required in each case as of its date, or, if amended, as finally amended prior to be filed by Parent with the SEC since January 1, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) Agreement, complied or will comply in all material respects with the applicable requirements of the Securities Act or and/or the Exchange Act, as the case may be, and the rules and regulations none of the Issuer SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain Reports 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 madecontained therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, provided, however, that there are no representation is made material unresolved comments issued by the staff of the SEC with respect to information included any of the Issuer SEC Reports. Issuer is in the Parent SEC Reports that was provided compliance in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents all material respects with the SECapplicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder applicable to it.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Issuer SEC Reports complied (collectively, the “Issuer Financial Statements”), at the time filed and as amended to date, (i) complies as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared (ii) is in accordance conformity with GAAP applied on a consistent basis throughout the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC, and (iii) and each fairly presented presents, in all material respects, the consolidated financial position of Parent Issuer and its consolidated subsidiaries in all material respects Subsidiaries as at the respective dates thereof indicated and the consolidated results of its operations and cash flows for the periods indicated (subjecttherein indicated, except, in the case of the unaudited interim financial statements, to statements for the absence of footnotes and normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)year-end adjustments.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
SEC Filings; Financial Statements. (a) The Parent has made available to the Company (except to the extent available through XXXXX) a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by the Parent with the SEC since January 1, 1997prior to the date of this Agreement. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were prepared in accordance and complied or will comply 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 thereunder applicable thereto, to such Parent SEC Reports; and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that the Parent makes no representation is made with respect to information included in or warranty whatsoever concerning the Parent SEC Reports that was provided in writing by as of any time other than the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECtime they were filed.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or QSB of the Exchange Act regulations promulgated by the SECAct) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries presents or will fairly present in all material respects as the financial position of the Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statementsstatements were, are or will be subject to normal audit year-end adjustments which were not and or are not expected, individually or in the aggregate, reasonably expected to be material in amount).
(c) Except as disclosed in Section 4.7 of have a Material Adverse Effect on the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Restaurant Acquisition Partners, Inc.)
SEC Filings; Financial Statements. (ai) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January July 1, 1997 2004 and prior to the date of this Agreement (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997such date. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (iA) complied or will comply 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 thereunder applicable thereto, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(bii) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(ciii) Except Each of Parent and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains adequate internal accounting controls that provide assurance that (A) transactions are executed with management’s authorization, (B) transactions are recorded as disclosed in Section 4.7 necessary to permit preparation of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared of Parent and to maintain accountability for Parent’s consolidated assets, (C) access to Parent’s assets is permitted only in accordance with GAAP which aremanagement’s authorization, individually or in (D) the aggregatereporting of Parent’s assets is compared with existing assets at regular intervals, material and (E) accounts, notes and other receivables and inventory are recorded accurately, and adequate procedures are implemented to effect the business, results of operations or financial condition of Parent collection thereof on a current and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholetimely basis.
Appears in 1 contract
SEC Filings; Financial Statements. (ai) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 2002 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1such date; provided that, 1997if Parent amends any of the Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (iA) complied or will comply 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 thereunder applicable thereto, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(bii) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Usa Interactive)
SEC Filings; Financial Statements. (a) Parent has made available to the Company Members a correct and complete copy of each report, schedule, report and registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997prior to the date of this Agreement. All Parent SEC Reports required to be filed by Parent in the 12 month period prior to the date of this Agreement were filed in a timely manner. As of their respective dates, dates the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were prepared in accordance and complied or will comply 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 thereunder applicable theretoto such Parent SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECthereto) and each fairly presented presents or will fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statementsstatements were, are or will be subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 of the have a Material Adverse Effect on Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Global Services Partners Acquisition Corp.)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997. As 2009, including, without limitation, all exhibits required to be filed therewith, and has made available to the Company true, complete and correct copies of their respective dates, all of the Parent SEC Reports and same so filed (including any forms, reports and other documents filed by Parent and Sub after the date hereof, the “Parent SEC Reports”), other than the unredacted version of this Agreement documents for which confidential treatment has been granted by the SEC or for which such treatment has been applied and is pending. The Parent SEC Reports: (i) at the time filed complied (or will comply when filed, as the case may be) in all material respects with the applicable requirements of the Securities Act or and/or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, ; and (ii) did not at the time they were filed (or or, if later filed, amended or superseded by a filing prior to the date of this Agreement superseded, then on the date of such later filing) or will not at the time they are 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 madecontained therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each Except as set forth in Section 3.5(b) of the Parent Disclosure Schedule, each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, complied or will comply, as the case may be, as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) , and each fairly presented or will fairly present, as the case may be, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjecttherein indicated, except, in the case of the unaudited interim financial statements, to statements for the absence of footnotes and normal audit year-end adjustments which were not and are will not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC Securities and Exchange Commission (the "SEC") on or after January 1November 21, 1997 and prior to the date of this Agreement (the "Parent PARENT SEC ReportsREPORTS"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1November 21, 1997. As of their respective dates, the The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (iA) complied or will comply were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 Parent has previously furnished to Company a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeExchange Act.
Appears in 1 contract
Samples: Merger Agreement (Realnetworks Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after Since January 1, 1997 and prior to 2014, Buyer has timely filed (including any extension permitted under the date of this Agreement SEC’s rules) or otherwise furnished (the "Parent SEC Reports")as applicable) all registration statements, which are all the prospectuses, forms, reports reports, definitive proxy statements, schedules, statements and documents required to be filed or furnished by Parent with it under the SEC since January 1, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply in all material respects with the requirements of the Securities 1933 Act or the Securities Exchange Act of 1934 (the “Exchange Act”), as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”) such documents and any other documents filed by Buyer with the rules and regulations SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Buyer SEC thereunder applicable theretoDocuments”). As of their respective filing dates, and the Buyer SEC Documents (iii) did not at the time they were filed (or if amended or superseded by a filing prior with respect to Buyer SEC Documents filed after the date of this Agreement then on the date of such filinghereof, will not) or will not at the time they are filed contain any untrue statement of a any material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements mademade therein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports misleading and (ii) complied (or other documents with the SEC.
(bwill comply) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with the applicable accounting requirements of the Exchange Act or the 1933 Act, as the case may be, the Xxxxxxxx-Xxxxx Act and with the published applicable rules and regulations of the SEC with respect theretounder each of those statutes, had rules, and regulations.
(b) All of the audited financial statements and unaudited interim financial statements of Buyer included in the Buyer SEC Documents (i) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of Buyer in all material respects, (ii) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments that are not material in amount or nature and as may be permitted by the SEC on Form 10-Q Q, Form 8-K or any successor or like form under the Exchange Act regulations promulgated by the SECAct) and each (iii) fairly presented and accurately present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and operations, cash flows and changes in stockholders’ equity of the Buyer as of the dates and for the periods indicated (subject, in referred to therein. Without limiting the case generality of the unaudited interim financial statementsforegoing, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth no independent public accountant of Buyer has resigned or been dismissed as independent public accountant of Buyer as a result of or in connection with any disagreement with Buyer on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of Buyer has failed in any respect to make, without qualification, the Parent SEC Reports certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by Buyer with the SEC prior since the enactment of the Xxxxxxxx-Xxxxx Act and (iii) no enforcement action has been initiated or, to the date knowledge of this Agreement or provided for Buyer, threatened against Buyer by the SEC relating to disclosures contained in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent any Buyer SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeDocument.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent Seller has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, and documents required to be filed by Parent Seller with the SEC since January 1, 19972002 (including all exhibits, notes, and schedules thereto and documents incorporated by reference therein) (collectively, the "Seller SEC Reports"). As The Seller SEC Reports (i) at the time filed, with respect to all of the Seller SEC Reports other than registration statements filed under the Securities Act of 1933, as amended (the "Securities Act"), or at the time of their respective effective dates, with respect to registration statements filed under the Parent SEC Reports and any formsSecurities Act, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed or at the time of their respective effective dates, as the case may be (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed ), contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or necessary in order to make the statements madein such Seller SEC Reports, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of ParentSeller's subsidiaries Subsidiaries is required to file any reports forms, reports, or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Parent Seller SEC Reports at the time filed or at the time of their respective effective dates, as the case may be, complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC) and each fairly presented the consolidated financial position of Parent Seller and its consolidated subsidiaries in all material respects as Subsidiaries at the respective dates thereof and the consolidated results of its their operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 recurring year-end adjustments. The audited balanced sheet of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) Seller as of December 31, 1996 filed 2004 is referred to herein as the "Seller Balance Sheet."
(c) Seller has complied in all material respects with the Parent SEC Reports applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act. Seller has previously made available to Purchaser copies of all certificates delivered by officers and employees of Seller, including Seller's chief executive officer and chief financial officer, to the Seller Board or any committee thereof pursuant to the certification requirements relating to Seller's 2004 Form 10-K for the year ended December 31, 2004. The management of Seller has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Seller and its Subsidiaries is made known to the management of Seller by others within those entities and (ii) incurred since December 31disclosed, 1996 based on its most recent evaluation, to the Seller's outside auditors and the audit committee of the Seller Board (A) all significant deficiencies and material weaknesses in the ordinary course design or operation of businessinternal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to materially affect the Seller's ability to record, none of process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who, in each case, have a significant role in Seller's internal control over financial reporting.
(d) As used in this Section 3.04, the term "file" shall be broadly construed to include any manner in which are material a document or information is furnished, supplied or otherwise made available to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeSEC.
Appears in 1 contract
Samples: Merger Agreement (Transport Corporation of America Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after Since January 1, 1997 2023, Parent has filed with or furnished to the SEC all reports, registration statements, forms, statements, prospectuses, schedules and other documents, together with any amendments thereto, required to be filed under the Securities Act and the Exchange Act (all such reports, registration statements and documents are collectively referred to herein as the “Parent SEC Reports”). As of their respective filing dates (or if amended or superseded by a filing prior to the date of this Agreement (the "Parent SEC Reports")Agreement, which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after on the date of this Agreement (i) such filing), each Parent SEC Report was prepared in accordance and complied or will comply 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 thereunder applicable theretoto such Parent SEC Reports, and each Parent SEC Report filed subsequent to the date of this Agreement and prior to the earlier of the Effective Time and the termination of this Agreement will comply on its face 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 thereunder applicable to such Parent SEC Reports.
(iib) did not at the time they were filed As of their respective filing dates (or if amended or superseded by a filing prior to the date of this Agreement then Agreement, on the date of such filing) or ), each Parent SEC Report did not, and each Parent SEC Report filed subsequent to the date of this Agreement and prior to the earlier of Effective Time and the termination of this Agreement will not at the time they are filed 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, provided that no representation is made with respect the foregoing does not apply to information included statements in or omissions in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports Company Disclosure Information or other documents with the SECSeller Disclosure Information, as applicable.
(bc) Each of the consolidated The financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been were prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECthereto) and each fairly presented present in all material respects the consolidated financial position position, results of operations and cash flows of Parent and its consolidated subsidiaries Subsidiaries as of the dates and for the periods indicated therein, except that the unaudited interim financial statements were, are or will be subject to normal year-end adjustments which were not or are not expected to be material to Parent. 51
(d) Parent and each of its officers are in compliance in all material respects as at with the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case applicable provisions of the unaudited interim Xxxxxxxx-Xxxxx Act of 2002. Parent maintains a system of internal 52 accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements, statements in conformity with generally accepted accounting principles and to normal audit adjustments which were not maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and are not expected, individually or in (iv) the aggregate, recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to be material in amount)any differences.
(ce) Except as disclosed Since January 1, 2023, Parent has complied in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, all material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed respects with the SEC prior to applicable listing and corporate governance rules and regulations of Nasdaq, and has not since January 1, 2023 received any notice asserting any non-compliance with the date listing requirements of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeNasdaq.
Appears in 1 contract
Samples: Merger Agreement (Pangaea Logistics Solutions Ltd.)
SEC Filings; Financial Statements. (a) Parent Buyer has filed with the SEC and has heretofore made available to the Company a correct true and complete copy of each reportcopies of, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, schedules, statements, exhibits and other documents required to be filed by Parent with it and its subsidiaries on or since June 30, 2007 under the Securities Act (as defined below) and the Exchange Act (as defined below) (collectively, the “Buyer SEC since January 1Documents”), 1997and will promptly make available to the Company all such forms, reports, schedules, statements, exhibits and other documents as are filed prior to the Closing. As of their respective datesdates or, if amended, as of the date of the last such amendment, the Parent Buyer SEC Reports Documents and any forms, reports reports, schedules, statements, exhibits and other documents filed by Parent and Sub after Buyer may file with the SEC subsequent to the date of this Agreement (i) hereof until the Closing, including, without limitation, any financial statements or schedules included therein, complied or will comply in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or and will not at the time they are 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 madetherein, in light of the circumstances under which they were or will be made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated The financial statements (includingof Buyer and its subsidiaries, in each case, any including all related notes thereto) and schedules, contained in the Parent Buyer SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been were prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto orthereto), in and fairly present (on a consolidated basis, if applicable) (a) the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent Buyer, as of the dates thereof, and (b) its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and operations, cash flows and changes in stockholders’ equity for the periods indicated then ended (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amountyear-end adjustments).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
SEC Filings; Financial Statements. (a) The Parent has made available to the Company a correct Seller, upon request of the Seller, accurate and complete copy copies (excluding copies of exhibits) of each report, schedule, registration statement and definitive proxy statement filed by the Parent with the SEC on or after January 1Securities Exchange Commission (the “SEC”) between December 31, 1997 2004 and prior to the date of this Agreement (the "“Parent SEC Reports"Documents”), which are all . As of the forms, reports and documents required to be time it was filed by Parent with the SEC since January 1(or, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933 or will not at the time they are filed contain Securities Exchange Act of 1934 (as the case may be); and (ii) none of the Parent 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 madetherein, in the light of the circumstances under which they were made, not misleading.
(b) Between the date of the most recently filed Parent SEC Document and the date of this Agreement, there has been no material adverse change in the Parent’s affairs that has not been disclosed in the Parent's SEC Documents, provided, however, that no representation is made with respect for purposes of determining whether there shall have been any such material adverse change, (i) any adverse change resulting from or relating to information included worldwide general business or economic conditions shall be disregarded, (ii) any adverse change resulting from or relating to conditions generally affecting the industry in which Parent competes shall be disregarded, and (iii) any adverse change to the Parent SEC Reports that was provided in writing by stock price of the Company. None of Parent's subsidiaries is required to file ’s Common Stock, as quoted on any reports or other documents with the SECnationally recognized stock quotation system, shall be disregarded.
(bc) Each of the The consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Parent's SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, had been ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (covered, except as may be indicated in the notes thereto or, to such financial statements and (in the case of the unaudited statements, ) as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) and each fairly presented present the consolidated financial position of the Parent and its consolidated subsidiaries in all material respects as at of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken for the periods covered thereby.
(d) The Parent qualifies as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with registrant whose securities may be resold pursuant to Form S-1 or SB-2 promulgated by the SEC prior pursuant to the date Securities Act of this Agreement or provided for in Parent's balance sheet (and related notes thereto) 1933, as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeamended.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent it with the SEC since January 1, 19972003 (the “Parent SEC Reports”). As of their respective dates, the The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply as to form in all material respects with the applicable requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable thereto, promulgated thereunder; and (ii) did not not, at the time they were filed (or filed, or, if amended or superseded by a filing prior to the date amended, as of this Agreement then on the date of such filing) or will not at the time they are filed 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 mademade therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECthereto) and each fairly presented presents, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amountrecurring year-end adjustments).
(c) Except as disclosed in Section 4.7 and to the extent set forth on the consolidated balance sheet of Parent as of July 31, 2004, including the notes thereto (the “Parent Disclosure LetterBalance Sheet”), neither Parent nor has no liability or obligation of any of its subsidiaries has any liabilities nature (whether accrued, absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole), except for liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31obligations, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of businessbusiness consistent with past practice since July 31, none 2004 that would not prevent or materially delay consummation of which are material the Merger and would not have a Material Adverse Effect. Ernst & Young LLP, who has expressed its opinion with respect to the business, results of operations or financial condition statements of Parent included in the SEC Reports is an independent public or certified public accountant firm as required under the Securities Act and its subsidiariesthe Exchange Act.
(d) Parent is in compliance with the provisions of S/OX applicable to it as of the date hereof and has implemented such programs and has taken reasonable steps, taken as a wholeupon the advice of Parent's independent auditors and outside counsel, respectively, to ensure Parent's future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all provisions of S/OX which shall become applicable to Parent after the date hereof.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent Buyer has made available to the Company Sellers a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent Buyer with the Securities and Exchange Commission (the “SEC”) (the “Buyer SEC Reports”) on or after since January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports")2008, which are all the forms, reports and documents required to be filed by Parent Buyer with the SEC since January 1, 1997such date. As of their respective dates, dates the Parent Buyer SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement Reports: (i) were prepared in accordance and complied or will comply in all material respects with the requirements of the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable theretoto such Buyer SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that Buyer makes no representation is made with respect to information included in or warranty whatsoever concerning the Parent Buyer SEC Reports that was provided in writing by as of any time other than the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECtime they were filed.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in Buyer SEC Reports, including each Buyer SEC Report filed after the Parent SEC Reports date hereof until the Closing, complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with US GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or of the Exchange Act regulations promulgated by the SECAct) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries presents or will fairly present in all material respects as the financial position of Buyer at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statementsstatements were, are or will be subject to normal audit adjustments which were not and or are not expected, individually or in the aggregate, expected to be have a material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed adverse effect on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, Buyer taken as a whole.
Appears in 1 contract
SEC Filings; Financial Statements. (ai) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 2002 and prior to the date of this Agreement (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1such date; provided that, 1997if Parent amends any of the Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (iA) complied or will comply 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 thereunder applicable thereto, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(bii) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Expedia Inc)
SEC Filings; Financial Statements. (a) Parent has made available All reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company a correct and complete copy of each reportwith the SEC since October 9, schedule, registration statement and definitive proxy statement 2019 (the “Parent SEC Documents”) have been filed by Parent or furnished with the SEC on a timely basis. As of the time it was filed or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent furnished with the SEC since January 1(or, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement hereof, then on the date of such filing): (i) each of the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and NASDAQ (as the case may be) and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents; and (ii) none of the Parent SEC Documents contained when filed or furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), and each Parent SEC Document filed or furnished subsequent to the date hereof will not at the time they are filed contain contain, any untrue statement of a material fact or omit omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated The financial statements (including, in each case, including any related notes or schedules thereto) contained or incorporated by reference in the Parent SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved applicable thereto applicable to Parent; and (except as may be indicated in the notes thereto orii) fairly present, in all material respects, the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at of the respective dates thereof and the consolidated results of its operations operations, changes in equity and cash flows of Parent for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)covered thereby.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (BioNTech SE)
SEC Filings; Financial Statements. (a) Except for Parent's failure to timely file an amendment to its Form 8-K that should have been filed with the SEC in October 1998, since August 1, 1998, Parent has timely filed with the SEC all reports that would have been required to be filed by it under the Exchange Act if Parent had a class of securities registered under the Exchange Act. In this regard, all such reports required to have been filed since December 31, 1997 have been filed in a manner that would satisfy in all material respects the requirements of Rule 144(c)(1) promulgated under the Securities Act if Parent had a class of securities registered under Section 12 of the Exchange Act. Parent has delivered or made available to the Company a correct accurate and complete copy copies (excluding copies of exhibits) of each publicly available report, schedule, registration statement (on a form other than Form S-8) and definitive proxy statement filed by Parent with the SEC on or after between January 1, 1997 1998 and prior to the date of this Agreement (the "Parent SEC ReportsDocuments"), which are all . As of the forms, reports and documents required to be time it was filed by Parent with the SEC since January 1(or, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or will not at the time they are filed contain Exchange Act (as the case may be); and (ii) none of the Parent 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 madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated The financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, had been ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (covered, except as may be indicated in the notes thereto or, to such financial statements and (in the case of the unaudited statements, ) as permitted by Form 10-Q or the Exchange Act regulations promulgated by QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year end audit adjustments; and (iii) and each fairly presented present the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at of the respective dates thereof and the consolidated results of its operations and cash flows of Parent for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)covered thereby.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Usa Talks Com Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each reporttimely filed all registration statements, scheduleprospectuses, registration statement and forms, reports, definitive proxy statement filed by Parent with the SEC on or after January 1statements, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports schedules and documents required to be filed by Parent with it under the SEC Securities Act or the Exchange Act, as the case may be, since January 1, 1997. As of their respective dates1998 (collectively, the "Parent SEC Reports and any forms, reports and other documents filed by Filings"). Each Parent and Sub after the date of this Agreement SEC Filing (i) as of its date, complied or will comply 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 thereunder applicable thereto, be and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are it was 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 mademade therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, provided, however, that no representation Subsidiary of Parent is made with respect subject to information included in the Parent SEC Reports that was provided in writing by periodic reporting requirements of the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECExchange Act.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form Filings was prepared in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orand, in the case of the unaudited quarterly financial statements, as permitted by Form 10-Q or under the Exchange Act regulations promulgated by Act) on a consistent basis throughout the SEC) periods indicated (except as may be indicated in the notes thereto), and each presented fairly presented the consolidated financial position position, results of operations and cash flows of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein (subject, in the case of the unaudited interim financial statements, to normal audit and recurring year-end adjustments which were did not and are not expectedwould not, individually or in the aggregate, reasonably be expected to be have a Parent Material Adverse Effect). The books and records of Parent and its Subsidiaries have been, and are being, maintained in all material respects in amount)accordance with GAAP and any other applicable legal and accounting requirements.
(c) Except as disclosed and to the extent set forth on the consolidated balance sheet of Parent and its consolidated Subsidiaries as of December 31, 2000 included in Section 4.7 of Parent's Form 10-K for the year ended December 31, 2000, including the notes thereto (the "Parent Disclosure LetterForm 10-K"), neither Parent nor any of its subsidiaries consolidated Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a nature that would be required to be disclosed reflected on a balance sheet or in the related notes to the consolidated financial statements thereto prepared in accordance with GAAP which areGAAP, except for liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2000 and liabilities incurred in connection with this Agreement and the transactions contemplated hereby that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
(d) As of the date hereof, no "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) filed as an exhibit to the business, results of operations Parent Form 10-K has been amended or financial condition of Parent and its subsidiaries taken as a wholemodified, except liabilities (i) set forth in the for such amendments or modifications which have been filed as an exhibit to a subsequently dated Parent SEC Reports Filing or are not required to be filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeSEC.
Appears in 1 contract
Samples: Merger Agreement (Immunex Corp /De/)
SEC Filings; Financial Statements. (a) Parent Buyer has made available filed and provided to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are Seller all the forms, reports and documents documents, including all exhibits thereto, required to be filed by Parent Buyer with the SEC since July 31, 2000, including its Form 10-K filed for the fiscal year ended July 31, 2002 and its Form 10-Q’s for the quarters ended January 131, 1997. As of their respective dates2003 and April 30, 2003, respectively (collectively, the Parent “Buyer SEC Reports”). The Buyer SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) at the time filed, complied or will comply in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer SEC Reports or necessary in order to make the statements madein such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Parent Buyer SEC Reports Reports, including Buyer’s unaudited consolidated balance sheet as of April 30, 2003 (“Most Recent Buyer Balance Sheet”) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Buyer as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, subject to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amountrecurring year-end adjustments).
(c) Except as disclosed Since April 30, 2003, Buyer has not suffered any Buyer Material Adverse Effect, and no event has occurred which reasonably would be expected to result in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities a Buyer Material Adverse Effect.
(absolute, accrued, contingent or otherwised) of The Buyer is eligible to and fulfills all SEC requirements to file a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeForm S-3 Registration Statement.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 2002 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1such date; PROVIDED that, 1997if Parent amends any of the Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, providedPROVIDED, howeverHOWEVER, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Usa Interactive)
SEC Filings; Financial Statements. If and only if Purchaser makes the Stock Payment Election, Parent represents and warrants as follows:
(a) Parent has made available delivered to the Company a correct (or made available on the SEC website) accurate and complete copy copies of each reportall registration statements, scheduleproxy statements and other statements, registration statement reports, schedules, forms and definitive proxy statement other documents filed by Parent with the SEC on with, or after January 1, 1997 and prior to the date of this Agreement Parent Certifications (the "Parent SEC Reports"), which are all the forms, reports and documents required to be as defined below) filed or furnished by Parent with or to, the SEC since January 1, 19972004, including all amendments thereto (collectively, the “Parent SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed or furnished by Parent with or to the SEC since January 1, 2004 have been so filed or furnished on a timely basis. As of their respective dates, the time it was filed with or furnished to the SEC: (i) each of the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) Documents complied or will comply 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 thereunder applicable thereto, ); and (ii) did not at none of the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed contain Parent 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 madetherein, in the light of the circumstances under which they were made, not misleading, providedexcept to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, howeverby the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, that no representation is made with respect by the filing or furnishing of the applicable amending or superseding Parent SEC Document. Each of the certifications and statements relating to information included in the Parent SEC Reports that Documents required by: (1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under the Exchange Act; or (3) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (collectively, the “Parent Certifications”) is accurate and complete, and complied as to form and content with all applicable Legal Requirements in effect at the time such Parent Certification was provided in writing by the Company. None of Parent's subsidiaries is required filed with or furnished to file any reports or other documents with the SEC.
(b) Each of the The consolidated financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Parent SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, had been ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes thereto orto such financial statements and, in the case of the unaudited statements, as permitted by Form 10-Q Q, Form 8-K or any successor form under the Exchange Act regulations promulgated by Act, and except that the SECunaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (iii) and each fairly presented present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount).
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in consolidated Subsidiaries for the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeperiods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has filed, and --------------------------------- made available to the Company a correct and complete copy of each reportits representatives, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent it with the SEC since January 1, 19972000 through the date of this Agreement (collectively, the "Parent SEC Reports"). As of their the ------------------ respective datesdates they were filed, (i) the Parent SEC Reports were prepared, and any all forms, reports and other documents filed by Parent and Sub with the SEC after the date of this Agreement (i) complied or and prior to the Effective Time will comply be prepared, in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at none of the time they were Parent SEC Reports contained, nor will any forms, reports and documents filed (or if amended or superseded by a filing prior to after the date of this Agreement then on and prior to the date of such filing) or will not at the time they are filed contain Effective Time 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 mademade therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect except to information included in the extent superceded by a Parent SEC Reports that was provided in writing by Report filed subsequently and prior to the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SECdate hereof.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied and in any form, report or document filed after the date of this Agreement and prior to the Effective Time was, or will be, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretocase may be, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECGAAP) and each fairly presented or will present fairly, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of the unaudited interim financial statements, to normal audit year-end adjustments which were that would not and are not expectedreasonably be expected to have, individually or in the aggregate, to be material in amounta Company Material Adverse Effect).
(c) Except as disclosed in Section 4.7 As of the date of this Agreement, there are no Liabilities of Parent Disclosure Letter, neither or any Parent nor any of its subsidiaries has any liabilities Subsidiary (absolute, accrued, contingent or otherwise"Parent Liabilities") of a nature that are required by GAAP -------------------- to be disclosed reflected on a the balance sheets of Parent or any Parent Subsidiary, other than Liabilities (i) reflected or reserved against on the consolidated balance sheet or of Parent and the Parent Subsidiaries as of September 30, 2000 and (ii) other Parent Liabilities incurred in the related notes ordinary course of business, consistent with the past practice of Parent and the Parent Subsidiaries that would not reasonably be expected to the consolidated financial statements prepared in accordance with GAAP which arehave, individually or in the aggregate, material to the business, results of operations or financial condition of a Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Newport Corp)
SEC Filings; Financial Statements. (a) Parent has made available All reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company a correct and complete copy of each reportwith the SEC since October 9, schedule, registration statement and definitive proxy statement 2019 (the “Parent SEC Documents”) have been filed by Parent or furnished with the SEC on a timely basis. As of the time it was filed or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent furnished with the SEC since January 1(or, 1997. As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement hereof, then on the date of such filing): (i) each of the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and NASDAQ (as the case may be) and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents; and (ii) none of the Parent SEC Documents contained when filed or furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), and each Parent SEC Document filed or furnished subsequent to the date hereof will not at the time they are filed contain contain, any untrue statement of a material fact or omit omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each of the consolidated The financial statements (including, in each case, including any related notes or schedules thereto) contained or incorporated by reference in the Parent SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved applicable thereto applicable to Parent; and (except as may be indicated in the notes thereto orii) fairly present, in all material respects, the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presented the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at of the respective dates thereof and the consolidated results of its operations operations, changes in equity and cash flows of Parent for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount)covered thereby.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC Securities and Exchange Commission (the "SEC") on or after January October 1, 1997 and prior to the date of this Agreement 1999 (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January October 1, 19971999. As of their respective dates, the The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit year-end adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 Parent has made available to Company a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeExchange Act.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent The Company has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent it with the SEC since January 1, 19971998. As of their respective datesThe Company has delivered or made available to Parent, in the form filed with the SEC, the Parent Company SEC Reports. The Company SEC Reports (including any financial statements or schedules included therein) filed prior to the Measurement Date ("Company Filed SEC Documents") and any forms, all reports and or other documents filings permitted or required to be filed by Parent and Sub after with the date of this Agreement SEC thereafter (i) complied were prepared or will comply be prepared, as the case may be, in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not or will not, as the case may be, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parentthe Company's subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Company SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECthereto) and each of the consolidated balance sheets (including the related notes and schedules) included or incorporated in such financial statements fairly presented presents in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries in all material respects as at the respective dates thereof and each of the consolidated statements of income and of cash flows (including the related notes and schedules) included or incorporated in such financial statements fairly presents in all material respects the consolidated results of its their operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit and recurring year-end adjustments which were and such statements do not and are not expected, individually or in the aggregate, to be material in amount)contain notes thereto.
(c) Except as disclosed in Section 4.7 The Company has heretofore furnished or made available to Parent a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeExchange Act.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC Securities and Exchange Commission (the "SEC") on or after January October 1, 1997 and prior to the date of this Agreement 1999 (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January October 1, 19971999. As of their respective dates, the The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) complied or will comply were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are 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 madetherein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.
(b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q or of the Exchange Act regulations promulgated by the SECAct) and each fairly presented presents the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit year-end adjustments which were not and or are not expected, individually or in the aggregate, expected to be material in amount).
(c) Except as disclosed in Section 4.7 Parent has previously furnished to Company a complete and correct copy of the Parent Disclosure Letterany amendments or modifications, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports have not yet been filed with the SEC prior but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the date of this Agreement Securities Act or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a wholeExchange Act.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports reports, statements, schedules and other documents required to be filed by Parent it with the SEC since January 1, 1997. As of their respective dates, the Parent SEC Reports and any 2001 (such forms, reports reports, statements, schedules and other documents, including any such forms, reports, statements, schedules and other documents filed by subsequent to the date hereof, being, collectively, the "Parent and Sub after Reports"). The Parent Reports (i) at the time they were filed or, if amended, as of the date of this Agreement (i) such amendment, complied or in all material respects, and each report subsequently filed by Parent with the SEC will comply in all material respects respects, with the all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of promulgated thereunder, each as in effect on the SEC thereunder applicable theretodate so filed, and (ii) did not or will not, at the time they were filed (or will be filed, or, if amended or superseded by a filing prior to the date amended, as of this Agreement then on the date of such filing) or will not at the time they are filed 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 mademade therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the . No subsidiary of Parent SEC Reports that was provided in writing by the Company. None of Parent's subsidiaries is required to file any reports form, report or other documents document with the SEC. Except as set forth in Section 4.06 of the Parent Disclosure Schedule, Parent has not received any non-routine inquires or interrogatories, whether in writing or otherwise, from the SEC, the NYSE or any other Governmental Authority or, to the knowledge of Parent, been the subject of any investigation, audit, review or hearing by or in front of such persons, in each case with respect to any of the Parent Reports or any of the information contained therein. True and complete copies of any such written inquires or interrogatories have been furnished to the Company, and the Company has otherwise been made aware of any such oral inquiries or interrogatories, investigations, audits, reviews or hearings.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been was or will be prepared in accordance with US GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by of the SEC) and each fairly presented presents or will fairly present, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of the unaudited interim financial statements, to normal audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amountrecurring year-end adjustments).
(c) Except as disclosed and to the extent set forth in Section 4.7 of the Parent Disclosure LetterReports, neither none of Parent nor any of its subsidiaries has any liabilities liability or obligation of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a nature ), in each case that is required by US GAAP to be disclosed set forth on a consolidated balance sheet of Parent or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a wholethereto, except for liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) obligations incurred since December 31, 1996 in the ordinary course of businessbusiness consistent with past practice since December 31, none of which are material 2001, and would not reasonably be expected to the business, results of operations or financial condition of have a Parent and its subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
Samples: Pre Merger Agreement (Dynacare Inc)
SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 1997. As of their respective dates(collectively, the "Parent SEC Reports"). The Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) at the time they were filed, complied or will comply 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 thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact require to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, provided, however, that Parent and Sub make no representation is made with respect to information included in or warranty whatsoever concerning the Parent SEC Reports that was provided in writing by as of any time other than the Companytime they were filed. None of the Parent's subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) (the "Parent Financial Statements") contained in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had has been prepared in accordance with GAAP applied on a consistent basis throughout the periods period involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SECthereto) and each fairly presented presents in all material respects the consolidated financial position of Parent and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal audit and recurring year-end adjustments which were will not and are not expected, individually or in the aggregate, to be material in amount)significance.
(c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (E Piphany Inc)