Common use of SECURITIES REPORTS AND FINANCIAL STATEMENTS Clause in Contracts

SECURITIES REPORTS AND FINANCIAL STATEMENTS. Chauvco and all predecessor corporations to Chauvco have filed all forms, reports and documents with the Commissions required to be filed by it or them pursuant to relevant Canadian securities statutes, regulations, policies and rules (collectively, the "Chauvco Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the Chauvco Securities Reports, at the time filed or as subsequently amended, 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 light of the circumstances under which they were made, not misleading. The financial statements of Chauvco and such predecessor corporations contained in the Chauvco Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant Canadian securities statutes with respect thereto, were prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of Chauvco and such predecessor corporations and the consolidated Chauvco Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the accounting policies or the methods of making accounting estimates of Chauvco or its predecessor corporations or changes in estimates that are material to such financial statements, except as described in the notes thereto.

Appears in 2 contracts

Samples: Combination Agreement (Pioneer Natural Resources Co), Combination Agreement (Pioneer Natural Resources Co)

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SECURITIES REPORTS AND FINANCIAL STATEMENTS. Chauvco US Co and all predecessor corporations to Chauvco US Co have filed all forms, reports and documents with the Commissions required to be filed by it them by the SEC or them pursuant to relevant Canadian United States securities statutes, regulations, policies and rules (collectively, the "Chauvco US Co Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the Chauvco US Co Securities Reports, at the time filed or as subsequently amended, 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 light of the circumstances under which they were made, not misleading. The financial statements of Chauvco US Co and such predecessor corporations contained in the Chauvco US Co Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant Canadian United States securities statutes with respect thereto, were prepared in accordance with Canadian United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of Chauvco US Co and such predecessor corporations and the consolidated Chauvco US Co Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the accounting policies or the methods of making accounting estimates or changes in estimates of Chauvco US Co or its predecessor corporations or changes in estimates that are material to such financial statements, except as described in the notes thereto.

Appears in 2 contracts

Samples: Combination Agreement (Pioneer Natural Resources Co), Combination Agreement (Pioneer Natural Resources Co)

SECURITIES REPORTS AND FINANCIAL STATEMENTS. Chauvco and all predecessor corporations to Chauvco have Alpine has filed all forms, reports and documents with the Commissions required to be filed by it with the Commissions and the TSE or them pursuant to relevant Canadian securities statutes, regulations, policies and rules (collectively, the "Chauvco Alpine Securities Reports"), all of which have complied at their respective dates of filing in all material respects with all applicable requirements of such statutes, regulations, policies and rules, and is not in default of any requirement thereof. Alpine has heretofore delivered to Weatxxxxxxx xxxies of all Alpine Securities Reports filed since January 1, 1995. None of the Chauvco Alpine Securities Reports, at the time filed or as subsequently amended, 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 light of the circumstances under which they were made, not misleading. The All Alpine Securities Reports heretofore filed and the financial statements of Chauvco and such predecessor corporations Alpine contained in the Chauvco Alpine Securities Reports complied in all material respects with the applicable securities laws, the rules and regulations of the Commissions thereunder and all requirements of the TSE, and with the then applicable accounting requirements and the published rules and regulations of the relevant Canadian securities statutes and the Commissions with respect theretoto accounting matters, were and were, in the case of all such financial statements, prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present presented (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of Chauvco Alpine and such predecessor corporations and the its consolidated Chauvco Alpine Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the Alpine's accounting policies or the methods of making accounting estimates of Chauvco or its predecessor corporations or changes in estimates that are material to such its financial statements, except as described in the notes thereto.

Appears in 1 contract

Samples: Combination Agreement (Weatherford International Inc /New/)

SECURITIES REPORTS AND FINANCIAL STATEMENTS. Chauvco Except as set forth on the Disclosure Schedule, each form, report, schedule, registration statement and all predecessor corporations to Chauvco have definitive proxy statement filed all forms, reports and documents by the Company with the Commissions required Securities and Exchange Commission ("SEC") since December 31, 1995 and prior to be filed by it or them pursuant the date hereof (as such documents have been amended prior to relevant Canadian securities statutesthe date hereof, regulations, policies and rules (collectively, collectively the "Chauvco Securities ReportsCOMPANY SEC REPORTS"), all as of which have their respective dates, complied in all material respects with all the applicable requirements of such statutesthe Securities Act and the Exchange Act and the rules and regulations thereunder. Except as set forth in the Disclosure Schedule, regulations, policies and rules. None none of the Chauvco Securities Company SEC Reports, at the time filed or as subsequently amendedof their respective dates, 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, except for such statements, if any, as have been modified or superseded by subsequent Company SEC Reports filed prior to the date hereof. The consolidated financial statements of Chauvco the Company and its subsidiaries included in such predecessor corporations contained in the Chauvco Securities Reports complied reports comply in all material respects with the then applicable accounting requirements and with the published rules and regulations of the relevant Canadian securities statutes SEC with respect thereto, were have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by applicable laws, rules or regulationsForm 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, normal year-end audit adjustments) the consolidated financial position of Chauvco the Company and such predecessor corporations and its subsidiaries as of the consolidated Chauvco Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There Except as set forth in the Disclosure Schedule, since December 31, 1995, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (i) which are reflected on the unaudited balance sheet of the Company and its subsidiaries, as of September 30, 1996 (including the notes thereto), or (ii) which (A) were incurred in the ordinary course of business after such interim date and are consistent with past practices, (B) are disclosed in the Company SEC Reports filed after such date, or (C) would not, individually or in the aggregate, have a Company Material Adverse Effect. Since December 31, 1995, there has been no change in any of the significant accounting policies (including tax accounting) policies, practices or procedures of the methods of making accounting estimates of Chauvco Company or its predecessor corporations or changes in estimates that are any material to such financial statements, except as described in the notes theretosubsidiary.

Appears in 1 contract

Samples: Acquisition Agreement (Firemans Fund Insurance Co)

SECURITIES REPORTS AND FINANCIAL STATEMENTS. Chauvco Except as would not have a Material Adverse Effect on Weatherford, each of Weatherford, Services and all predecessor corporations to Chauvco have WCL has filed all forms, reports and documents with the Commissions required to be filed by it by the SEC, the Commissions, the TSE, the NYSE, or them pursuant to relevant United States and Canadian securities statutes, regulations, policies and rules (collectively, the "Chauvco Weatherford Securities Reports"), all of which have complied at their respective dates of filing in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the Chauvco Weatherford Securities Reports, at the time filed or as subsequently amended, 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 light of the circumstances under which they were made, not misleading. The financial statements of Chauvco and such predecessor corporations Weatherford contained in the Chauvco Weatherford Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant United States and Canadian securities statutes with respect thereto, were prepared in accordance with Canadian United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, normal year-end audit adjustments) the consolidated financial position of Chauvco Weatherford and such predecessor corporations and the its consolidated Chauvco Weatherford Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the accounting Weatxxxxxxx'x xxxounting policies or the methods of making accounting estimates of Chauvco or its predecessor corporations or changes in estimates that are material to such financial statements, except as described in the notes thereto.

Appears in 1 contract

Samples: Combination Agreement (Weatherford International Inc /New/)

SECURITIES REPORTS AND FINANCIAL STATEMENTS. Chauvco and all predecessor corporations to Chauvco have (a) EduTrek has filed all forms, reports and documents with the Commissions required to be filed by it by the SEC or them pursuant to relevant Canadian applicable United States securities statutes, regulations, policies and rules (collectively, the "Chauvco EduTrek Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the Chauvco EduTrek Securities Reports, at the time filed or as subsequently amended, 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 light of the circumstances under which they were made, not misleading. The financial statements of Chauvco and such predecessor corporations EduTrek contained in the Chauvco EduTrek Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant Canadian United States securities statutes with respect thereto, were prepared in accordance with Canadian United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of Chauvco EduTrek and such predecessor corporations and the its consolidated Chauvco EduTrek Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There EduTrek has been no change in provided to ITI all of the accounting policies or the methods of making accounting estimates of Chauvco or its predecessor corporations or changes in estimates that are material to such financial statements, except as described in the notes theretoEduTrek Securities Reports.

Appears in 1 contract

Samples: Combination Agreement (Edutrek Int Inc)

SECURITIES REPORTS AND FINANCIAL STATEMENTS. Chauvco and all predecessor corporations to Chauvco have filed a. Solana has filed, if required, all forms, reports, annual reports, business acquisition reports and documents with the SEC pursuant to the Securities Act and the Exchange Act and the rules and regulations thereunder and with the Commissions required to be filed by it or them pursuant to relevant Canadian securities statutes, regulations, policies and rules and filed all forms, reports, annual reports, business acquisition reports and documents with the Alternative Investment Market of the London Stock Exchange plc (the “AIM”) and the TSX Venture Exchange required to be filed by it pursuant the relevant regulations, policies and rules (collectively, the "Chauvco “Solana Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the Chauvco Solana Securities Reports, at the time filed or as subsequently amended, 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 light of the circumstances under which they were made, not misleading. No subsidiary of Solana is required to file any form, report or other document with the SEC or the Commissions. The financial statements of Chauvco and such predecessor corporations Solana contained in the Chauvco Solana Canadian Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant Canadian securities statutes with respect thereto, were prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of Chauvco Solana and such predecessor corporations and the its consolidated Chauvco Solana Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the accounting policies or the methods of making accounting estimates of Chauvco or its predecessor corporations or changes in estimates that are material to such financial statements, except as described in the notes thereto.

Appears in 1 contract

Samples: Arrangement Agreement (Gran Tierra Energy, Inc.)

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SECURITIES REPORTS AND FINANCIAL STATEMENTS. Chauvco and all predecessor corporations to Chauvco have BOOKS AND RECORDS CCo has filed all forms, reports, annual reports and documents with the Commissions required to be filed by it or them with the SEC pursuant to relevant Canadian United States securities statutes, regulations, policies and rules (collectively, the "Chauvco CCo Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the Chauvco CCo Securities Reports, at the time filed or as subsequently amendedamended or supplemented, 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 light of the circumstances under which they were made, not misleading. The financial statements of Chauvco and such predecessor corporations CCo contained in the Chauvco CCo Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of under the relevant Canadian United States securities statutes with respect thereto, were prepared in accordance with Canadian United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present in all material respects (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of Chauvco CCo and such predecessor corporations and the its consolidated Chauvco CCo Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the CCo's accounting policies or the methods of making accounting estimates of Chauvco or its predecessor corporations or changes in estimates that are material to such financial statements, except as described in the notes thereto.

Appears in 1 contract

Samples: Combination Agreement (Calpine Corp)

SECURITIES REPORTS AND FINANCIAL STATEMENTS. Chauvco and all predecessor corporations to Chauvco have a. Gran Tierra has filed all forms, reports, annual reports and documents with the Commissions required to be filed by it or them with the SEC pursuant to relevant Canadian securities statutesthe Securities Act and the Exchange Act and the rules thereunder and all forms, regulationsreports, policies annual reports and rules documents required to be filed by it with the Commissions and AMEX and the TSX (collectively, the "Chauvco “Gran Tierra Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the Chauvco Gran Tierra Securities Reports, at the time filed or as subsequently amended, 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 light of the circumstances under which they were made, not misleading. No subsidiary of Gran Tierra is required to file any form, report or other document with the SEC or the Commissions. The financial statements of Chauvco and such predecessor corporations Gran Tierra contained in the Chauvco Gran Tierra Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant Canadian United States securities statutes with respect thereto, were prepared in accordance with Canadian United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of Chauvco Gran Tierra and such predecessor corporations and the its consolidated Chauvco Gran Tierra Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the accounting policies or the methods of making accounting estimates of Chauvco or its predecessor corporations or changes in estimates that are material to such financial statements, except as described in the notes thereto.

Appears in 1 contract

Samples: Arrangement Agreement (Gran Tierra Energy, Inc.)

SECURITIES REPORTS AND FINANCIAL STATEMENTS. Chauvco and all predecessor corporations to Chauvco have PASW has filed all forms, reports and documents with the Commissions required to be filed by it or them pursuant to relevant Canadian securities statutes, regulations, policies and rules (collectively, the "Chauvco PASW Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the Chauvco PASW Securities Reports, at the time filed or as subsequently amended, 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 light of the circumstances under which they were made, not misleading. The financial statements of Chauvco and such predecessor corporations PASW contained in the Chauvco PASW Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant Canadian United States securities statutes with respect thereto, were prepared in accordance with Canadian United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of Chauvco and such predecessor corporations and the consolidated Chauvco Subsidiaries PASW as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the PASW's accounting policies or the methods of making accounting estimates of Chauvco or its predecessor corporations or changes in estimates that are material to such financial statements, except as described in the notes thereto.

Appears in 1 contract

Samples: Combination Agreement (Pasw Inc)

SECURITIES REPORTS AND FINANCIAL STATEMENTS. Chauvco Except as set forth on the Disclosure Schedule, each form, report, schedule, registration statement and all predecessor corporations to Chauvco have definitive proxy statement filed all forms, reports and documents by the Company with the Commissions required Securities and Exchange Commission ("SEC") since December 31, 1995 and prior to be filed by it or them pursuant the date hereof (as such documents have been amended prior to relevant Canadian securities statutesthe date hereof, regulations, policies and rules (collectively, collectively the "Chauvco Securities Company SEC Reports"), all as of which have their respective dates, complied in all material respects with all the applicable requirements of such statutesthe Securities Act and the Exchange Act and the rules and regulations thereunder. Except as set forth in the Disclosure Schedule, regulations, policies and rules. None none of the Chauvco Securities Company SEC Reports, at the time filed or as subsequently amendedof their respective dates, 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, except for such statements, if any, as have been modified or superseded by subsequent Company SEC Reports filed prior to the date hereof. The consolidated financial statements of Chauvco the Company and its subsidiaries included in such predecessor corporations contained in the Chauvco Securities Reports complied reports comply in all material respects with the then applicable accounting requirements and with the published rules and regulations of the relevant Canadian securities statutes SEC with respect thereto, were have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by applicable laws, rules or regulationsForm 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, normal year-end audit adjustments) the consolidated financial position of Chauvco the Company and such predecessor corporations and its subsidiaries as of the consolidated Chauvco Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There Except as set forth in the Disclosure Schedule, since December 31, 1995, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (i) which are reflected on the unaudited balance sheet of the Company and its subsidiaries, as of September 30, 1996 (including the notes thereto), or (ii) which (A) were incurred in the ordinary course of business after such interim date and are consistent with past practices, (B) are disclosed in the Company SEC Reports filed after such date, or (C) would not, individually or in the aggregate, have a Company Material Adverse Effect. Since December 31, 1995, there has been no change in any of the significant accounting policies (including tax accounting) policies, practices or procedures of the methods of making accounting estimates of Chauvco Company or its predecessor corporations or changes in estimates that are any material to such financial statements, except as described in the notes theretosubsidiary.

Appears in 1 contract

Samples: Acquisition Agreement (Crop Growers Corp)

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