Subsequent Financial Statements. Prior to the Effective Time, Brekford shall (a) prior to making publicly available its financial results for any period, provide a copy of such financial results to the Company and (b) timely file with the SEC each Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Report on Form 8-K required to be filed by it under the Exchange Act and the rules and regulations promulgated thereunder, and, prior to the filing thereof, provide a copy to the Company, and will promptly deliver to the Company copies of each such report filed with the SEC. As of their respective dates, none of such reports shall contain 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 therein, in light of the circumstances under which they were made, not misleading. The respective audited financial statements and unaudited interim financial statements of Brekford included in such reports will fairly present the financial position of Brekford and each of its Subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended in accordance with GAAP applied on a consistent basis and, subject, in the case of unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Brekford Traffic Safety, Inc.), Agreement and Plan of Merger (KeyStone Solutions, Inc.), Agreement and Plan of Merger (Brekford Traffic Safety, Inc.)
Subsequent Financial Statements. Prior to the Effective Time, Brekford shall each of Global and U S WEST (a) will consult with the other prior to making publicly available its financial results for any period, provide a copy of such financial results to the Company period and (b) will consult with the other prior to the filing of, and will timely file with the SEC SEC, each Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Report on Form 8-K required to be filed by it such Party under the Exchange Act and the rules and regulations promulgated thereunder, and, prior to the filing thereof, provide a copy to the Company, thereunder and will promptly deliver to the Company other copies of each such report filed with the SEC. As of their respective dates, none of such reports shall contain 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 therein, in light of the circumstances under which they were made, not misleading. The respective audited financial statements and unaudited interim financial statements of Brekford each of Global and U S WEST, as the case may be, included in such reports will fairly present the financial position of Brekford such Party and each of its Subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended in accordance with GAAP applied on a consistent basis and, subject, in the case of unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S West Inc /De/), Agreement and Plan of Merger (Global Crossing LTD)
Subsequent Financial Statements. Prior to the ------------------------------- Effective Time, Brekford Telco shall (a) prior to making publicly available its financial results for any period, provide a copy of such financial results to the Company EXCEL and (b) timely file with the SEC each Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Report on Form 8-K required to be filed by it under the Exchange Act and the rules and regulations promulgated thereunder, and, prior to the filing thereof, provide a copy to the CompanyEXCEL, and will promptly deliver to the Company EXCEL copies of each such report filed with the SEC. As of their respective dates, none of such reports shall contain 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 therein, in light of the circumstances under which they were made, not misleading. The respective audited financial statements and unaudited interim financial statements of Brekford Telco included in such reports will fairly present the financial position of Brekford Telco and each of its Subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended in accordance with GAAP applied on a consistent basis and, subject, in the case of unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Excel Communications Inc), Agreement and Plan of Merger (Telco Communications Group Inc)
Subsequent Financial Statements. Prior to the Effective Time, Brekford shall each of the Company and Parent (a) shall consult with the other prior to making publicly available its financial results for any period, provide a copy of such financial results to the Company period and (b) shall consult with the other prior to the filing of, and shall timely file with the SEC SEC, each Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Report on Form 8-K required to be filed by it such party under the Exchange Act and the rules and regulations promulgated thereunder, and, prior to the filing thereof, provide a copy to the Company, thereunder and will shall promptly deliver to the Company other copies of each such report filed with the SEC. As of their respective dates, none of such reports shall contain 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 therein, in light of the circumstances under which they were made, not misleading. The respective audited financial statements and unaudited interim financial statements of Brekford each of the Company and Parent, as the case may be, included in such reports will shall fairly present the financial position of Brekford such party and each of its Subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended in accordance with U.S. GAAP applied on a consistent basis and, and subject, in the case of unaudited interim financial statements, to normal year-end adjustments and any other adjustments described thereinadjustments.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Usa Waste Services Inc)