Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Spendsmart Networks, Inc.), Securities Purchase Agreement (Spendsmart Networks, Inc.), Securities Purchase Agreement (Spendsmart Networks, Inc.)

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SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, quarterly report, annual report, current report, registration statement, and definitive proxy statement or information statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Hooper Holmes Inc), Securities Purchase Agreement (Hooper Holmes Inc), Securities Purchase Agreement (Hooper Holmes Inc)

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available (a) Xxxxx delivered to each Purchaser through Buyer prior to the SEC’s XXXXX system accurate execution of this Agreement a true and complete copies (excluding copies of exhibits) copy of each form, report, schedule, registration statement, and definitive proxy statement and other document, including any financial statements, exhibits or schedules included or incorporated by reference (together with all amendments thereof and supplements thereto) filed by the Borrower Xxxxx with the United States Securities and Exchange Commission (“SEC”) SEC since September 30July 1, 2014 (collectively, 1995 whether or not the “SEC Reports”). All statements, reports, schedules, forms and other documents same was required to have been filed by under applicable law (as such documents have since the Borrower time of their filing been amended or supplemented, the "Xxxxx SEC Reports"), which includes all the documents (other than preliminary material) that Xxxxx was required to file with the SEC have been so filedsince such date. As of their respective dates, each of the time it was filed with the Xxxxx SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Reports (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act"), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and the case may be, (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and (iii) was timely filed pursuant to the Securities Act and the Exchange Act.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Burnham Corp), Agreement and Plan of Merger (Bryan Steam Corp), Agreement and Plan of Merger (Bryan Steam Corp)

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Seller accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission ("SEC") since September 30January 1, 2014 2001 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Marketshare Recovery Inc), Asset Purchase Agreement (Palomar Enterprises Inc)

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate Company and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement its subsidiaries have filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms registration statements and other documents definitive proxy statements required to have been be filed by the Borrower them with the SEC have been so filed. As of since March 31, 1996 (as amended since the time it was filed with the SEC (or, if amended or superseded by a of their filing and prior to the date hereof, collectively, the "SEC Reports"). As of this Agreementtheir respective dates, then on the date of such filing): (i) each of the SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC promulgated thereunder (the "Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”)") applicable, as amended; the case may be, to such SEC Reports, and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United States Filter Corp), Agreement and Plan of Merger (United States Filter Corp)

SEC Reports and Financial Statements. 3.7.1 3.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Investor accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30April 5, 2014 2002 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities "1933 Act"), or the Securities Exchange Act of 1934 1934, as amended (the "1934 Act"), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Agreement (Excalibur Industries Inc), Agreement (Excalibur Industries Inc)

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each the Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission ("SEC") since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Inform Worldwide Holdings Inc), Stock Purchase Agreement (Axia Group, Inc.)

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each the Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended1934; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Simpson Robert Craig), Stock Purchase Agreement (Usa Telcom Internationale)

SEC Reports and Financial Statements. 3.7.1 The Borrower 10.3.1. Quest has delivered or made available to each Purchaser through the SEC’s XXXXX system Greenwood accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission ("SEC") since September 30January 1, 2014 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Quest with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement (Quest Minerals & Mining Corp)

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through (a) Since June 9, 2000, the SEC’s XXXXX system accurate Company and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement its Subsidiaries have filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms registration statements and other documents definitive proxy statements required to have been be filed by the Borrower with the SEC have been so filed. As of the time it was filed them with the SEC (or, if as amended or superseded by a since the time of their filing and prior to the date hereof, collectively, the "Company SEC Reports") and has heretofore made available to Parent complete and correct copies of this Agreementall Company SEC Reports. As of their respective dates, then on the date of such filing): (i) each of the Company SEC Reports complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations of the SEC promulgated thereunder (the "Exchange Act"), or the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC promulgated thereunder (the "Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”)") applicable, as amended; the case may be, to such Company SEC Reports, and (ii) none of the Company SEC Reports contained contained, at the time they were filed or became effective, as the case may be, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Usa Interactive)

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Buyer has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms statements and other documents required to have been be filed by it since January 1, 2004 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the Borrower with the "Buyer SEC have been so filedDocuments"). As The Buyer SEC Documents, as of the time it was date filed with the SEC (orand, if in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing): ), (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act of 1934, and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder.

Appears in 1 contract

Samples: Purchase Agreement (Infocrossing Inc)

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30January 18, 2014 2005 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Unit Purchase Agreement (StrikeForce Technologies Inc.)

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30January 1, 2014 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Shumate Industries Inc)

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each the Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Healthcare Technologies Inc)

SEC Reports and Financial Statements. 3.7.1 3.15.1. The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Purchasers accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 2001 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Olm Ventures, Inc.)

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September June 30, 2014 2012 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (Premier Alliance Group, Inc.)

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30July 31, 2014 2009 all of which are incorporated by reference herein (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (Solar Energy Initiatives, Inc.)

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SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2010 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vystar Corp)

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Purchasers accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tradequest International Inc)

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate Company and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement its subsidiaries have filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms registration statements and other documents definitive proxy statements required to have been be filed by the Borrower them with the SEC have been so filed. As of since December 31, 1999 (as amended since the time it was filed with the SEC (or, if amended or superseded by a of their filing and prior to the date hereof, collectively, the "SEC Reports"). As of this Agreementtheir respective dates, then on the date of such filing): (i) each of the SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC promulgated thereunder (the "Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”)") applicable, as amended; the case may be, to such SEC Reports, and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Azurix Corp)

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2008 all of which are incorporated by reference herein (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (GigOptix, Inc.)

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s XXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, June 30 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (Premier Alliance Group, Inc.)

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s XXXXX EXXXX system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2012 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (General Employment Enterprises Inc)

SEC Reports and Financial Statements. 3.7.1 The Borrower 10.3.1. Quest has delivered or made available to each Purchaser through the SEC’s XXXXX system Investor accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission ("SEC") since September 30January 1, 2014 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Quest with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement (Quest Minerals & Mining Corp)

SEC Reports and Financial Statements. 3.7.1 2.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Creditor accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 2005 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the "SEC Reports"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Judgment Conversion Agreement (Quest Minerals & Mining Corp)

SEC Reports and Financial Statements. 3.7.1 2.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s XXXXX system Seller accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30October 31, 2014 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement (Bio Solutions Manufacturing, Inc.)

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through (a) Since June 9, 2000, the SEC’s XXXXX system accurate Company and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement its Subsidiaries have filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms registration statements and other documents definitive proxy statements required to have been be filed by the Borrower with the SEC have been so filed. As of the time it was filed them with the SEC (or, if as amended or superseded by a since the time of their filing and prior to the date hereof, collectively, the “COMPANY SEC REPORTS”) and has heretofore made available to Parent complete and correct copies of this Agreementall Company SEC Reports. As of their respective dates, then on the date of such filing): (i) each of the Company SEC Reports complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations of the SEC promulgated thereunder (the “EXCHANGE ACT”), or the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC promulgated thereunder (the “Securities ActSECURITIES ACT), or the Securities Exchange Act of 1934 (the “1934 Act”)) applicable, as amended; the case may be, to such Company SEC Reports, and (ii) none of the Company SEC Reports contained contained, at the time they were filed or became effective, as the case may be, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Udate Com Inc)

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