Purchaser Documents Sample Clauses
Purchaser Documents. (a) Except as disclosed on Schedule 3.4 of Purchaser Disclosure Schedules, as of their respective filing dates, (i) all reports filed by Purchaser and which must be filed by Purchaser in the future with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities and Exchange Act of 1934 (the “Purchaser SEC Documents”) complied and, with respect to future filings, will comply in all material respects with the requirements of the Securities and Exchange Act of 1934 (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Documents, and (ii) no Purchaser SEC Documents, as of their respective dates contained any untrue statement of a material fact or omitted, and no Purchaser SEC Document filed subsequent to the date hereof will omit as of their respective dates, to state a material fact required to be stated therein or necessary to make the statements therein (in the case of registration statements of the Purchaser under the Securities Act, in light of the circumstances under which they were made) not misleading. Except as disclosed on Schedule 3.4 of Purchaser Disclosure Schedule, Purchaser has filed with the SEC all documents it is required to file pursuant to the Exchange Act during the time it has been subject to the Exchange Act.
(b) The financial statements of Purchaser included in the Purchaser SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial condition of Purchaser and its subsidiaries at the dates thereof and the consolidated results of operations and cash flows of Purchaser and its subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that were not material in amount or effect). Except for liabilities (i) reflected in Purchaser’s audited balance sheet as of December 31, 2006 or described in any notes thereto (or for which neither accrual nor footnote disclosure is required ...
Purchaser Documents. The other Parties shall have received certified copies of (i) evidence that the execution, delivery and performance by the Purchaser of this Agreement and the other Program Documents to which it is a party and any other documents to be executed by or on behalf of the Purchaser in connection with the transactions contemplated hereby or thereby have been duly authorized, and (ii) an incumbency certificate of the Purchaser as to the person or persons authorized to execute and deliver all Program Documents to which the Purchaser is a party with specimen signatures of such persons acting on behalf of the Purchaser.
Purchaser Documents. The Company shall have issued and delivered the Notes and Warrants to the Purchasers; and each Purchaser shall have received a counterpart of this Agreement and of each of the other Purchaser Documents, duly executed by each party thereto.
Purchaser Documents. Such certificates, instruments or documents as Seller may reasonably request in order to effect and document the transactions contemplated hereby.
Purchaser Documents. Seller shall have received, on or prior to the first Shipment Date hereunder, (i) the Note duly executed by the Purchaser and in full force and effect; and (ii) all other Conditional Sale Documents.
Purchaser Documents. Purchaser has furnished the Acquired Companies and the Stockholder with a true and complete copy of each report and registration statement filed by it with the SEC (the "Purchaser Documents") since its initial public offering, which are all the documents that it was required to file with the SEC since such date. As of their respective dates, the Purchaser Documents did not contain any untrue statements of material facts or omit to state material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the Purchaser Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated under such statutes. The financial statements contained in the Purchaser Documents, together with the notes thereto, have been prepared in accordance with GAAP, reflect all liabilities of Purchaser required to be stated therein and present fairly the financial condition of Purchaser at such date and the results of operations and cash flows of Purchaser for the period then ended. The Purchaser Documents do not contain any untrue statements of material facts or omit to state any material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading as of the date hereof except for such facts as are disclosed herein and except for the transactions contemplated hereby.
Purchaser Documents. Each Purchaser shall have delivered to ------------------- Parent (i) a copy of such Purchaser's certificate of limited partnership or certificate of formation, including all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of formation, and (ii) copies of resolutions of the general partner or managing members of such Purchaser authorizing the execution, delivery and performance by such Purchaser of this Agreement, each of the other Transaction Documents to which such Purchaser is a party and the consummation of each of the transactions contemplated hereby and thereby, certified by a member of such general partner as being true and correct and in effect on the Closing Date.
Purchaser Documents. Purchaser shall deliver (or shall cause to be delivered) to Seller the following: (i) a true and correct copy of Purchaser’s organizational documents, together with a certificate of good standing of Purchaser as of a recent date from the Secretary of State of the State of Colorado, (ii) reasonable written evidence authorizing and approving this Agreement and the consummation of the transactions contemplated hereby, including the purchase of the Purchased Assets, (iii) the Cash Payment less the Deposit, (iv) the Promissory Note, (v) the Guarantee, (vi) the Security Agreement, together with a UCC-1 financing statement naming Seller as secured party thereunder, (vii) the Pledge Agreement, (viii) the Deed of Trust and (ix) all other documents, instruments, consents and writings which are required to be delivered by Purchaser at the Closing pursuant to this Agreement.
Purchaser Documents. Such documents that Seller, Escrow Agent or the ------------------- Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Purchaser or result in any new or additional obligation, covenant, representation or warranty of Purchaser under this Agreement beyond those expressly set forth in this Agreement). (ii)
Purchaser Documents. Purchaser shall deliver or cause to be delivered to Seller, at the Closing, (i) the Purchase Price; (ii) an Assumption Agreement in a form reasonably acceptable to Seller; (iii) a certificate of the Purchaser certifying to Seller that all representations and warranties of Purchaser herein contained are true and correct in all respects as of the Closing Date; and (iv) a resolution or other evidence of the authority of Purchaser to acquire the Property.