Financial Statements and SEC Reports Sample Clauses

Financial Statements and SEC Reports. (a) eMerge has previously furnished or made available to the Company (via ▇▇▇▇▇) a true and complete copy of the audited financial statements of eMerge for each of the years ended December 31, 2003, 2004 and 2005 (the ”Audited eMerge Financial Statements”) and the unaudited financial statements of eMerge for the three month periods ended March 31, 2006 and June 30, 2006 (the “Unaudited eMerge Financial Statements” and collectively with the Audited eMerge Financial Statements, the “eMerge Financial Statements”). The eMerge Financial Statements (including any related notes and schedules) fairly present in all material respects the financial position of eMerge as of the dates thereof and the results of operations and cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). (b) eMerge has filed all forms, reports, statements, schedules and other documents (including all annexes, exhibits, schedules, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2003 (such forms, reports, statements, schedules and documents filed by it with the SEC, including any such forms, reports, statements, schedules and other documents filed by eMerge with the SEC after the date of this Agreement and prior to the Closing Date, are referred to herein, collectively, as the “SEC Reports”). As of their respective filing dates, the SEC Reports (including all information incorporated therein by reference but excluding any information provided in writing by the Company for inclusion or incorporation by reference in any such SEC Report) (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, 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. (c) The books and records of eMerge are complete and correct in all material respects and have been maintained in accordance with good business practices and contain a true and complete record of all meetings or proceedings of its board of directors and the stockholders. The stock ledger of the Co...

Financial Statements and SEC Reports. From and after the date hereof until the Effective Time, each party hereto shall deliver to the other, as soon as available but in no event later than forty-five (45) days after the end of each fiscal quarter, a consolidated balance sheet as of the last day of such fiscal period and a consolidated statement of income, stockholders' equity and cash flows of such party and its subsidiaries for the fiscal period then ended, prepared in accordance with general accounting principles, with such exceptions as are noted on such financial statements, and in the case of ATMI, the requirements of Form 10-Q or Form 10-K, as the case may be, under the Exchange Act. From and after the date hereof until the Effective Time, ATMI shall deliver to the ADCS Group as soon as available all forms, reports and other documents filed by the ATMI Group or its affiliates with the SEC, and each party shall otherwise keep the other apprised of any material development with respect to its business or financial condition.

Financial Statements and SEC Reports. Purchaser has timely filed all required forms, reports, statements and documents with the Securities and Exchange Commission ("SEC") since January 1, 2000, all of which have complied in all material respects with all applicable requirements of the federal securities laws. Purchaser has heretofore delivered or made available to Seller true and complete copies of (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2001, (ii) its Quarterly Report on Form 10-Q for the three-month period ended March 31, 2002 and (iii) its proxy statement relating to its Annual Meeting of Stockholders held on May 14, 2002, (the documents referred to in clauses (i), (ii) and (iii) being hereinafter referred to as the "SEC Reports"). As of their respective dates, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements (including any related notes) of Purchaser included in the SEC Reports were prepared in conformity with GAAP applied on a consistent basis, and present fairly the consolidated financial position, results of operations and cash flows of Purchaser and its consolidated subsidiaries as of the date and for the periods indicated.

Financial Statements and SEC Reports. (a) The unaudited balance sheet of Seller as of September 30, 2005 (the "Latest Balance Sheet") and the statement of income of Seller for the nine months then ended and the audited balance sheets of Seller as of December 31, 2004, 2003 and 2002 and the audited statements of income of Seller for the years then ended (collectively the "Financial Statements") are contained in Seller's SEC Reports available on the SEC's ▇▇▇▇▇ website. Except as described in Item 3.6(a) of the Disclosure Schedule, the Financial Statements have been prepared in accordance with generally accepted accounting principles, are accurately based on the books and records of Seller, are true and correct in all material respects, and fairly present the financial condition of Seller, including the Assets, at the dates thereof and its results of operations for the periods covered thereby. (b) Since December 31, 2003, Seller has timely filed or furnished all material forms, reports, registration statements, certifications and documents required to be filed or furnished by it with the Securities and Exchange Commission (the "SEC") (the "SEC Reports"), all of which complied as of their respective filing dates in all material respects will all applicable requirements of the Exchange Act and the Securities Act, as applicable. True, correct and complete copies of all such SEC Reports have been delivered to Buyer or made available on the SEC's Internet website. None of the SEC Reports, including the Financial Statements included or incorporated by reference therein, at the time filed, 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 light of the circumstances in which they were made, not misleading. No executive officer of Seller has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to any SEC Report. REDACTED (c) Seller maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and has delivered to Buyer a correct and complete description of such disclosure controls and procedures to the extent related to the Business. Such disclosure controls and procedures are effective to ensure that all material information concerning Seller and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Selle...

Financial Statements and SEC Reports. Prior to the Effective Time, each party to this Agreement shall deliver to the other, as soon as available but in no event later than 45 days after the end of each fiscal quarter (or 90 days after the end of a fiscal year), a consolidated balance sheet as of the last day of such fiscal period and the consolidated statements of income, stockholders' equity and cash flows of such party and its subsidiaries for the fiscal period then ended prepared in accordance with generally accepted accounting principles and the requirements of Form 10-Q (or Form 10-K as the case may be) under the Exchange Act. Prior to the Effective Time, each party to this Agreement shall deliver to the other, as soon as available, a copy of each form, report and other document filed by such party with the SEC. Section 5.12.

Financial Statements and SEC Reports. Excalibur heretofore has delivered to Interpix true and complete copies of its Annual Report on Form 10-K for the fiscal years ended January 31, 1996 and 1995, its Form 10-Q for the period ended October 31, 1996, and its proxy statement relating to its last meeting of its shareholders (these documents being hereinafter referred to as "Excalibur SEC Reports"). As of their respective dates, the Excalibur SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended ("Securities Act") and the Securities Exchange Act of 1934, as amended ("Exchange Act"), as the case may be, 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements included in the Excalibur SEC Reports were prepared in conformity with generally accepted accounting principles applied on a consistent basis, and present fairly the consolidated financial position, results of operations and cash flows of Excalibur as of the dates and for the periods indicated.

Financial Statements and SEC Reports. 7 3.8 Absence of Certain Changes or Events................ 7 3.9

Financial Statements and SEC Reports. 20 4.4. TMC CAPITAL STOCK............................................................21 4.5.

Financial Statements and SEC Reports. Norton is presently subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and has filed with the U.S. Securities and Exchange Commission (the "SEC"), all reports, including financial statements, required to be filed pursuant to such Act and is "current" in its reporting obligations. Norton's successor will continue to file with the SEC all requisite documents and reports necessary for it to maintain its current status as a reporting company under the Exchange Act.