Securities Filings; Financial Statements. (a) All documents required to have been filed or furnished by NXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub with the Securities Authorities since January 1, 2022 have been so filed or furnished on a timely basis, including any certification or statement required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act) and (ii) Section 906 of the Xxxxxxxx-Xxxxx Act.
(b) As of the time it was filed with or furnished to the Securities Authorities (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of any disclosure document of NXDT (the “NXDT Disclosure Document”) that is a registration statement or prospectus filed pursuant to the requirements of the U.S. Securities Act or applicable Securities Laws, as of the effective date of such NXDT Disclosure Document): (A) each NXDT Disclosure Document complied in all material respects with the applicable requirements of the U.S. Securities Act or the Exchange Act (as the case may be); and (B) no NXDT Disclosure Documents contained any untrue statement of material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) The financial statements (including any related notes) of NXDT contained in the NXDT Disclosure Documents filed on or after January 1, 2022: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the applicable period covered (except (A) as may be indicated therein or in the notes thereto, (B) with respect to unaudited statements, as permitted by the Securities Authorities, and (C) in the case of the unaudited interim financial statements, to normal year-end adjustments and the absence of notes thereto); and (iii) present fairly, in all material respects, the financial condition of NXDT and its consolidated subsidiaries as of the respective dates thereof and the results of operations and cash flows of NXDT and its subsidiaries for the periods covered thereby.
Securities Filings; Financial Statements. (a) IACH is required to file forms or reports with the Securities and Exchange Commission and is in compliance with all such requirements.
Securities Filings; Financial Statements. (a) Since September 5, 2002, the date of filing its Registration Statement on Form 10-SB, NT Tech has filed all forms, reports and documents required to be filed with the Securities and Exchange Commission (collectively, the "SEC Reports") and has heretofore delivered to Company all comment letters from the Securities and Exchange Commission with respect to the SEC Reports. The SEC Reports (i) were prepared in accordance with the requirements of the Securities Exchange Act of 1934 or the Securities Act of 1933, as appropriate, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(b) Included in the NT Tech Schedules are (i) the unaudited balance sheets of NT Tech and the related statements of operations and cash flows as of and for the three months ended December 31, 2006 and (ii) the audited balance sheets of NT Tech as of September 30, 2006 and 2005, and the related audited statements of operations, stockholders' equity and cash flows for the two fiscal years ended September 30, 2006 and 2005, together with the notes to such statements and the opinion of Lxxxx X'Xxxxxxx, CPA, P.C., independent certified public accountant, with respect thereto, all as set forth in the SEC Reports.
(c) All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The NT Tech balance sheets present fairly as of their respective dates the financial condition of NT Tech. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, NT Tech had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of NT Tech, in accordance with generally accepted accounting principles. The statements of operations, stockholders' equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles.
(d) NT Tech has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penaltie...
Securities Filings; Financial Statements. (a) Included in the LION GRI Schedules is (i) an audited balance sheet of LION GRI as of December 31, 2004.
(b) LION GRI has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.
(c) LION GRI has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts that, in the aggregate, are immaterial.
(d) The books and records, financial and otherwise, of LION GRI are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.
(e) All of LION GRI's assets are reflected on its financial statements, and, except as set forth in the LION GRI Schedules or the financial statements of LION GRI or the notes thereto, LION GRI has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise.
Securities Filings; Financial Statements. OCIS has made available to the Company and the Shareholders a Disclosure Statement and true and complete copies of all reports, statements and registration statements and amendments thereto filed by OCIS with the Securities and Exchange Commission since December 31, 2001 (the "SEC Reports"). As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the SEC Reports (including all schedules thereto and disclosure documents incorporated by reference therein), contains any untrue statement of a material fact or omitted a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the SEC Reports as of the time of filing or as of the date of the last amendment thereof, if amended after filing, complied in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act"), as applicable. The consolidated financial statements of OCIS included in the SEC Reports fairly present in conformity in all material respects with GAAP applied on a consistent basis the consolidated financial position of OCIS as of the dates thereof and their consolidated results of operations and changes in financial position for the periods then ended.
Securities Filings; Financial Statements. (a) TZ Canada has filed all forms, reports and documents (including all exhibits) required to be filed by it under Canadian Securities Law since May 8, 2002 (the “TZ Canada Reports”). The TZ Canada Reports, each as amended prior to the date hereof, (i) have been prepared in all material respects in accordance with the requirements of Canadian Securities Law, and (ii) did not, when filed or as amended prior to the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
(b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the TZ Canada Reports, each as amended or restated prior to the date hereof, was prepared in accordance with Canadian GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of TZ Canada and its consolidated subsidiaries as of the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year end adjustments).
(c) Except (i) as set forth in Section 5.07(c) of the TZ Canada Disclosure Schedule, (ii) to the extent set forth on the consolidated balance sheet of TZ Canada as of December 31, 2005 (including notes thereto), (iii) liabilities incurred on behalf of TZ Canada or any TZ Canada Subsidiary in connection with this Agreement, and (iv) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2005, none of TZ Canada or the TZ Canada Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by Canadian GAAP to be set forth in a consolidated balance sheet of TZ Canada or in the notes thereto, except for any such liabilities or obligations which would not, individually or in the aggregate, have a Material Adverse Effect.
Securities Filings; Financial Statements. (a) Since December 12, 2002, the effective date of its acquisition by Waterford Sterling, Eternal has timely filed all forms, reports and documents required to be filed with the Securities and Exchange Commission, and has heretofore delivered to E-Sea, in the form filed with the Commission, (i) all quarterly and annual reports on Forms 10-QSB and 10-KSB filed since December 12, 2002, (ii) all other reports filed by Eternal with the Securities and Exchange Commission since December 31, 2004 (collectively, the "SEC Reports") and (iv) all comment letters from the Securities and Exchange Commission with respect to the SEC Reports. The SEC Reports (i) were prepared in accordance with the requirements of the Securities Exchange Act of 1934 or the Securities Act of 1933, as appropriate, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Securities Filings; Financial Statements. (a) GCC is required to file forms or reports with the Securities and Exchange Commission and is in compliance with all such requirements.
Securities Filings; Financial Statements. (a) Included in the New Wave Schedules is an unaudited balance sheets of New Wave as of September 30, 2003.
(b) New Wave has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.
(c) New Wave has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.
(d) The books and records, financial and otherwise, of New Wave are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.
(e) All of New Wave's assets are reflected on its financial statements, and, except as set forth in the New Wave Schedules or the financial statements of New Wave or the notes thereto, New Wave has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise.
Securities Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed by Parent with the SEC since January 1, 2010 (collectively, the “Parent SEC Filings”). The Parent SEC Filings (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may 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) 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 in such Parent SEC Filings, in the light of the circumstances under which they were made, not misleading.
(b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Parent SEC Filings, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q or the SEC) and fairly presented the consolidated financial position of Parent and its subsidiaries as of the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements do not include notes, but do include all adjustments, which consist only of normal recurring adjustments, necessary for fair presentation.
