Reports; Financial Statements. (a) Since January 1, 1998 Duke Energy and its subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) the SEC under the Exchange Act or the 1933 Act (the "Duke Energy SEC Documents"), (ii) any applicable state securities authority and (iii) any other Governmental Entity, except in each case where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy Documents"). The Duke Energy SEC Documents, at the time filed (x) 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 contained therein not misleading in light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Act, the Exchange Act and the rules and regulations thereunder). (b) The consolidated financial statements (including in each case, any related notes thereto) contained in any Duke Energy SEC Documents (i) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material. (c) From January 1, 1998 to the date of this Agreement, there has been no change in Duke Energy's accounting policies or methods of making accounting estimates or changes in estimates that are material to such financial statements, except as described in the notes thereto with respect to periods ending prior to the date hereof.
Appears in 2 contracts
Sources: Combination Agreement (Duke Energy Corp), Combination Agreement (Duke Energy Corp)
Reports; Financial Statements. (a) Since January 1As of the respective dates of their filing with the SEC, 1998 Duke Energy and its subsidiaries have timely filed all forms, the Company's reports, schedules, statements and other documents required to be documents, together with any amendments thereto, filed by the Company with (i) the SEC under since December 31, 2002 (all of the Exchange Act or foregoing filed after December 31, 2002 and prior to the 1933 Act date hereof and all exhibits included therein and financial statements and schedules thereto and documents (including all exhibits available on the SEC's EDGAR system) incorporated by reference therein being hereinafter referred to collectively as the "Duke Energy SEC DocumentsReports"), (ii) any complied in all material respects with the applicable state securities authority requirements of the Exchange Act, and (iii) any other Governmental Entity, except in each case where the failure rules and regulations of the Commission promulgated thereunder applicable to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy Documents")SEC Reports. The Duke Energy SEC DocumentsReports did not, at the time they were filed (x) did not with the SEC, 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 contained therein not misleading therein, in the light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Actare made, the Exchange Act and the rules and regulations thereunder)not misleading.
(b) The consolidated financial statements of the Company (including including, in each case, any related schedules or notes thereto) contained in any Duke Energy or incorporated by reference in the SEC Documents Reports (the "Financial Statements")
(i) have been prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles applied on a consistent basis ("GAAP"), consistently applied, during the periods involved (subject, except (A) as may be otherwise indicated in such Financial Statements or the notes thereto or (B) in the case of unaudited financial interim statements, to the absence of notesextent they may not include footnotes or may be condensed or summary statements), and (ii) complied fairly present in all material respects with the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results position of operations and cash flows of Duke Energy the Company and its subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods covered therebythen ended, subject, in the case of unaudited financial statements, to normal, normal and recurring audit year-end adjustments none of which will be materialand omitted footnote disclosure.
(c) From January 1, 1998 The copies of the financial information set forth in Schedule II and delivered by the Company to the date Investor in connection with this transaction: (i) were prepared in good faith and derived from the Company's internal accounting systems which are subject to internal accounting control review by the Company's independent auditors in support of this Agreement, there has been no change in Duke Energythe Company's accounting policies or methods of making accounting estimates or changes in estimates that are material to such audited financial statements, except as described in the notes thereto with respect to periods ending prior and (ii) to the date hereofKnowledge of the Company, were a fair and accurate presentation of the financial condition of the Company for the periods they purported to represent. The projections provided to the Investor by the Company were prepared in good faith by the Company, and the Company believes there is a reasonable basis for such projections. However, the Company does not warrant the accuracy of these forward-looking projections.
Appears in 1 contract
Sources: Securities Purchase Agreement (Techteam Global Inc)
Reports; Financial Statements. (a) Since January 1April 30, 1998 Duke Energy and its subsidiaries have 2006, Resource has timely filed all forms, reports, schedules, statements and other (including exhibits and all other information incorporated therein) documents required to be filed with (i) the SEC under the Exchange Act or the 1933 Act (the "Duke Energy SEC Documents")Canadian Securities Administrators, (ii) any other applicable state federal, state, provincial or territorial securities authority and (iii) any other Governmental Entity, except in each case with respect to clause (iii) of this Section 3.7(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy Resource (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy “Resource Documents"”). The Duke Energy SEC Resource Documents, at the time filed (x) 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 contained therein not misleading in light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Act, the Exchange Act and the rules and regulations thereunder)Laws.
(b) The consolidated financial statements (including in each case, any related notes thereto) contained in any Duke Energy SEC of Resource’s Public Disclosure Documents (i) have been prepared in accordance with United States Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Resource, (iv) fairly present the consolidated results of operations and the consolidated financial condition of the business of for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Resource, and (iiivi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries Resource as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material, individually or in the aggregate, in amount or effect.
(c) From January 1April 30, 1998 2006 to the date of this Agreement, there has been no change in Duke Energy's Resource’s accounting policies policies, methods, practices or methods of making accounting estimates or changes in estimates principles that are material to such financial statements, except as described in the notes thereto with respect to periods ending prior to the date hereofof this Agreement.
Appears in 1 contract
Reports; Financial Statements. (a) Since January 1, 1998 Duke Energy 2002 Kinder and its subsidiaries (each a "Kinder Person") have timely filed all forms, reports, schedules, statements and other (including exhibits and all other information incorporated therein) documents required to be filed with (i) the SEC under the Exchange Act or the 1933 Act (the "Duke Energy Kinder SEC Documents"), (ii) any applicable state securities authority and (iii) any other Governmental Entity, except in each case with respect to clause (iii) of this Section 4.7(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy Kinder (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy Kinder Documents"). The Duke Energy Kinder SEC Documents, at the time filed (x) 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 contained therein not misleading in light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Act, the Exchange Act and the rules and regulations thereunder).
(b) The consolidated financial statements (including in each case, any related notes thereto) contained in any Duke Energy Kinder SEC Documents (i) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of the Kinder Person filing such Kinder SEC Document, (iv) fairly present the consolidated results of operations and the consolidated financial condition of the business of the Kinder Person filing such Kinder SEC Document for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Kinder Person filing such Kinder SEC Document, and (iiivi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy the Kinder Person filing such Kinder SEC Document and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material, individually or in the aggregate, in amount or effect.
(c) From January 1, 1998 2002 to the date of this Agreement, there has been no change in Duke Energyany Kinder Person's accounting policies policies, methods, practices or methods of making accounting estimates or changes in estimates principles that are material to such financial statements, except as described in the notes thereto with respect to periods ending prior to the date hereofof this Agreement.
(d) The principal executive officer of each Kinder Person filing Kinder SEC Documents and its principal financial officer have disclosed, based on their most recent evaluation of internal control over financial reporting, to such Kinder Person's auditors and the audit committee of such Kinder Person (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect such Kinder Person's ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Each such Kinder Person has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to such Kinder Person, including its consolidated subsidiaries, is made known to such Kinder Person's principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of Kinder, such disclosure controls and procedures are effective in all material respects to provide reasonable assurance that information required to be disclosed in the reports such Kinder Person files under the Exchange Act is accumulated and communicated to such Kinder Person's management, including its principal executive officer and its principal financial officer, to allow timely decisions regarding required disclosure.
Appears in 1 contract
Reports; Financial Statements. The Company has filed (ai) Since January 1, 1998 Duke Energy and its subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (iA) the SEC under the Exchange Act SEC, including, without limitation (1) all Annual Reports on Form 10-KSB, (2) all Quarterly Reports on Form 10-QSB, (3) all proxy statements relating to meetings of stockholders (whether annual or the 1933 Act (the "Duke Energy SEC Documents"special), (ii4) all Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "Company SEC Reports") and (B) any applicable state securities authority Blue Sky Laws and (iiiii) any other Governmental Entity, except in each case where the failure to file any such all forms, reports, schedules, statements or and other documents would not have a Material Adverse Effect on Duke Energy required to be filed with any other applicable federal or state regulatory authorities (all such forms, reports, schedules, statements and other documents are collectively being referred to herein, collectively, as the "Duke Energy DocumentsCompany Reports"). The Duke Energy Company Reports were prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the Company SEC DocumentsReports, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports) and did not at the time they were filed (x) 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 contained therein not misleading therein, in the light of the circumstances under which they were made and (y) complied in all material respects with made, not misleading. Each of the requirements of applicable Laws (including the 1933 Act, the Exchange Act and the rules and regulations thereunder).
(b) The consolidated financial statements (including including, in each case, any related notes thereto) contained in any Duke Energy the Company SEC Documents Reports filed prior to or on the date of this Agreement (i) have been prepared in accordance with United States with, and complied as to form with, the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis during throughout the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), except as otherwise noted therein) and (ii) complied in all material respects with fairly present the requirements financial position of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries Company as of the respective dates thereof and the results of its' operations and cash flows for the respective periods covered thereby, subject, indicated. The Company's auditors have issued no management letters in connection with the case of unaudited Company's financial statements. Attached hereto as Exhibit "E", to normal, recurring audit adjustments none the text of which will be material.
is hereby incorporated herein by reference, are the audited financial statements of the Company as of December 31, 1999, containing the balance sheet of the Company and the related statements of operations, cash flows and shareholders' equity for the period then ended, together with unaudited interim financial statements for the period ended June 30, 2000 (c) From January 1the "Company Financial Statements"). The Company Financial Statements have been prepared in accordance with generally accepted accounting principles and practices consistently followed by the Company throughout the period indicated, 1998 and fairly present the consolidated financial position of the Company as of the date thereof. Schedule "E-1" attached hereto describes every sale of the Company's stock that has occurred subsequent to the date of this Agreement, there has been no change in Duke Energy's accounting policies or methods of making accounting estimates or changes in estimates that are material to such the unaudited interim financial statements, except . Except as described in the notes thereto to the Company's Financial Statements and Schedule E-1, the Company has not:
(1) issued any shares of its' capital stock, or any options or rights to acquire such securities, to any person;
(2) paid or declared any dividends or distributions of capital, surplus, or profits with respect to periods ending prior any of its' issued and outstanding shares of capital stock;
(3) paid or agreed to the date hereofpay any consideration in redemption of any of its' issued and outstanding capital stock; or
(4) entered into any other transaction or agreement which would, or might, materially impair its' shareholders' equity as reflected in such financial statements.
Appears in 1 contract
Sources: Reorganization Agreement (Yifan Communications Inc)
Reports; Financial Statements. (a) Since January 1Except as set ------------------------------- forth on Schedule 3.07, 1998 Duke Energy (x) AANP and its subsidiaries have timely filed (i) all forms, ------------- reports, schedules, statements and other documents required to be filed with (iA) the SEC under the Securities and Exchange Act or the 1933 Act Commission (the "Duke Energy SEC DocumentsSEC"), including, without limitation (1) --- all Annual Reports on Form 10-KSB, (2) all Quarterly Reports on Form 10-QSB, (3) all proxy statements relating to meetings of shareholders (whether annual or special), (4) all Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "AANP SEC Reports") and (B) any ------------------ applicable Blue Sky Laws and (ii) any applicable state securities authority and (iii) any other Governmental Entity, except in each case where the failure to file any such all forms, reports, schedules, statements or and other documents would not have a Material Adverse Effect on Duke Energy required to be filed with any other applicable federal or state regulatory authorities (all such forms, reports, schedules, statements and other documents are collectively in clauses (i) and (ii) of this Section 3.07(a) being referred to herein, collectively, as the "Duke Energy DocumentsAANP Reports"). The Duke Energy To the knowledge of AANP, the AANP ------------- Reports were prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the AANP SEC DocumentsReports, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such AANP SEC Reports) and did not at the time they were filed (x) 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 contained therein not misleading therein, in the light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Actmade, the Exchange Act and the rules and regulations thereunder)not misleading.
(b) The consolidated To the knowledge of AANP, each of the financial statements (including including, in each case, any related notes thereto) contained in any Duke Energy the AANP SEC Documents Reports filed prior to or on the date of this Agreement (i) have been prepared in accordance with United States with, and complied as to form with, the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis during throughout the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), except as otherwise noted therein) and (ii) complied in all material respects with fairly present the requirements financial position of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries AANP as of the respective dates thereof and the results of its operations and cash flows for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be materialindicated.
(c) From January 1Except as set forth on Schedule 3.07(c) hereto, 1998 to the date of this Agreement, there has been AANP's ----------------- auditors have issued no change management letters in Duke Energyconnection with AANP's accounting policies or methods of making accounting estimates or changes in estimates that are material to such financial statements, except as described in the notes thereto with respect to periods ending prior to the date hereof.
Appears in 1 contract
Sources: Merger Agreement (American Absorbents Natural Products Inc)
Reports; Financial Statements. (a) Since January 1, 1998 Duke Energy 1998, Westcoast and its subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) Canadian securities regulatory authorities (collectively the "Westcoast SRA Reports"), (ii) the SEC under the Exchange Act or the 1933 Act (collectively the "Duke Energy Westcoast SEC DocumentsReports"), (iiiii) any other applicable state state, provincial or territorial securities authority authority, and (iiiiv) any other Governmental Entity, except in each case where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy Westcoast (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy Westcoast Documents"). The Duke Energy SEC Documents, Westcoast Documents at the time filed (x) did not contain any misrepresentation (as defined in the Securities Act), (y) 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 contained therein not misleading in light of the circumstances under which they were made and (yz) complied in all material respects with the requirements of applicable Laws (including including, with respect to the Westcoast SEC Reports, the 1933 Act, the Exchange Act and the rules and regulations thereunder).. Westcoast has not filed any confidential material change report with the OSC or any other securities authority or regulator or any stock exchange or other self-regulatory authority that at the date hereof remains confidential. AMENDED AND RESTATED COMBINATION AGREEMENT 21
(b) The consolidated financial statements (including including, in each case, any related notes thereto) contained in any Duke Energy Westcoast SRA Reports or Westcoast SEC Documents Reports (i) have been prepared in accordance with United States Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notesnotes in the case of Westcoast SRA Reports filed prior to the implementation of OSC Rule 51-501), (ii) complied in all material respects with the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy Westcoast and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material.
(c) From January 1, 1998 to the date of this Agreement, there has been no change by Westcoast or its subsidiaries in Duke Energy's their accounting policies policies, methods, practices or methods of making accounting estimates or changes in estimates principles that are material to such Westcoast's consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date hereof.
Appears in 1 contract
Reports; Financial Statements. (a) Since January August 1, 1998 Duke Energy 1997 the Company and its subsidiaries have timely each Company Subsidiary has (i) filed all forms, reports, schedules, statements and other documents required to be filed with (i) the SEC under the Exchange Act or the 1933 Act including, without limitation, all FOCUS reports and all amendments and supplements to all such reports (the "Duke Energy Company SEC DocumentsReports"), (ii) filed all forms, reports, statements and other documents required to be filed with any applicable Governmental Authorities including, without limitation, state securities authority authorities regulating the purchase and sale of securities, and (iii) any other Governmental Entity, except in each case where the failure to file any such forms, filed all trade reports, schedulesfilings, statements or amendments to forms and other documents would not have a Material Adverse Effect on Duke Energy required by any Self Regulatory Organization (all such forms, reports, schedules, statements and other documents are in clauses (i), (ii) and (iii) of this Section 3.9(a) being collectively referred to as the "Duke Energy DocumentsCompany Reports")) except where the failure to file such Company Reports has not had or would not reasonably be expected to have a Material Adverse Effect on the Company. The Duke Energy SEC Documents, Company has made available to Parent copies of each of the Company Reports and will promptly provide copies of each Company Report filed after the date of this Agreement. The Company Reports previously filed did not at the time they were filed (xafter giving effect to any amendments filed before the date hereof) did and the Company Reports filed in the future will 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 contained therein not misleading therein, in the light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Actor will be made, the Exchange Act and the rules and regulations thereunder)not misleading.
(b) The consolidated financial statements (including in each case, any related notes thereto) contained in any Duke Energy SEC Documents Company has delivered to Parent (i) have been prepared copies of its audited consolidated balance sheets as at October 31, 1998 and 1997 and the related consolidated statements of operations, cash flows and shareholders' equity for the fiscal year ended October 31, 1998 and the period from August 1, 1997 to October 31, 1997 (including the related notes and schedules thereto and reports of independent auditors) (the "Audited Reports"), (ii) an unaudited consolidated balance sheet of the Company as at March 31, 1999 (the "Latest Balance Sheet") and the related consolidated statements of operations, cash flows and shareholder equity for the five months then ended (the "Interim Financial Reports"), and (iii) copies of the reports of the Company and its Subsidiaries filed with the SEC (the "SEC Reports") pursuant to Section 17 of the Exchange Act and Rule 17a-5 thereunder for the fiscal years ended October 31, 1998 and October 31, 1997 and the quarter ended January 31, 1999 (collectively and with all future Audited Reports, Interim Financial Reports and SEC Reports, the "Company Financial Statements"). The Company will promptly provide Parent with copies of the Company Financial Statements with respect to periods after the dates set forth above when available. The Company Financial Statements (as of the dates thereof and for the periods covered thereby) are or, if delivered in the future, will be in accordance with United States the books and records of the Company, which books and records are complete and accurate in all material respects and fairly present in all material respects the financial position of the entity or entities to which they relate as of the date and for the periods presented, in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (subjectinvolved, as to the Audited Reports and the Interim Financial Reports, and in accordance with regulatory accounting principles, as to the SEC Reports and subject to normal and recurring year-end audit adjustments in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material.
(c) From January 1, 1998 to the date of this Agreement, there has been no change in Duke Energy's accounting policies or methods of making accounting estimates or changes in estimates that are material to such financial statements, except as described in the notes thereto with respect to periods ending prior to the date hereof.
Appears in 1 contract
Reports; Financial Statements. (a) Since January 1, 1998 Duke Energy 2004, the Company and its subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) Canadian and United States securities regulatory authorities, collectively as disclosed in Section 3.8(a) of the SEC under Disclosure Letter (collectively, the Exchange Act or the 1933 Act (the "Duke Energy SEC Documents"“SRA Reports”), (ii) any other applicable state federal, state, provincial or territorial securities authority authority, and (iii) any other Governmental Entity, except in each case where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy the Company (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy “Documents"”). The Duke Energy SEC Documents, Documents at the time filed (x) did not contain any Misrepresentation, (y) 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 contained therein not misleading in light of the circumstances under which they were made and (yz) complied in all material respects with the requirements of applicable Laws (including Laws. The Company has not filed any confidential material change report with any Canadian securities regulatory authority or any stock exchange that at the 1933 Act, the Exchange Act and the rules and regulations thereunder)date of this Agreement remains confidential.
(b) The consolidated financial statements (including including, in each case, any related notes thereto) contained in any Duke Energy SEC Documents SRA Reports (i) have been prepared in accordance with United States Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of the Company; (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of the Company for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Company, and (iiivi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy the Company and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will shall be material, individually or in the aggregate.
(c) From January 1, 1998 2004 to the date of this Agreement, there has been no change by the Company or its subsidiaries in Duke Energy's their accounting policies policies, methods, practices or methods of making accounting estimates or changes in estimates principles that are material to such the consolidated financial statementsstatements of the Company, except as described in the notes thereto with respect to periods ending prior to the date hereofof this Agreement.
Appears in 1 contract
Reports; Financial Statements. (a) Since January 1, 1998 Duke Energy 2002, Terasen and its subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) the SEC under the Exchange Act or the 1933 Act Canadian securities regulatory authorities (collectively, the "Duke Energy SEC DocumentsTerasen SRA Reports"), (ii) any other applicable state federal, state, provincial or territorial securities authority authority, and (iii) any other Governmental Entity, except in each case with respect to clause (iii) of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy Terasen (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy Terasen Documents"). The Duke Energy SEC Documents, Terasen Documents at the time filed (x) did not contain any Misrepresentation, (y) 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 contained therein not misleading in light of the circumstances under which they were made and (yz) complied in all material respects with the requirements of applicable Laws (including Laws. Terasen has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the 1933 Act, the Exchange Act and the rules and regulations thereunder)date of this Agreement remains confidential.
(b) The consolidated financial statements (including including, in each case, any related notes thereto) contained in any Duke Energy SEC Documents Terasen SRA Reports (i) have been prepared in accordance with United States Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Terasen; (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Terasen for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Terasen, and (iiivi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy Terasen and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material, individually or in the aggregate.
(c) From January 1, 1998 2002 to the date of this Agreement, there has been no change by Terasen or its subsidiaries in Duke Energy's their accounting policies policies, methods, practices or methods of making accounting estimates or changes in estimates principles that are material to such Terasen's consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date hereofof this Agreement.
Appears in 1 contract
Reports; Financial Statements. (a) Since January 1, 1998 Duke Energy Continental and its subsidiaries Subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) the SEC under the Exchange Act or the 1933 Act Canadian securities regulatory authorities (collectively, the "Duke Energy SEC DocumentsContinental SRA Reports"), (ii) any other applicable state federal, state, provincial or territorial securities authority authority, and (iii) any other Governmental Entity, except in each case with respect to clause (iii) of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy Continental Documents"). The Duke Energy SEC Documents, Continental Documents at the time filed (x) 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 contained therein not misleading in light of the circumstances under which they were made Misrepresentation and (y) complied in all material respects with the requirements of applicable Laws (including Laws. Continental has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the 1933 Act, the Exchange Act and the rules and regulations thereunder)date of this Agreement remains confidential.
(b) The consolidated financial statements (including including, in each case, any related notes thereto) contained in any Duke Energy SEC Documents Continental SRA Reports (i) have been prepared in accordance with United States Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Continental, (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Continental for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Continental, and (iiivi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy Continental and its subsidiaries Subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material, individually or in the aggregate.
(c) From January 1, 1998 to the date of this Agreement, there There has been no change by Continental or its Subsidiaries in Duke Energy's their accounting policies policies, methods, practices or methods of making accounting estimates or changes in estimates principles that are material to such Continental's consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date hereofof this Agreement.
Appears in 1 contract
Reports; Financial Statements. (a) Since January 1December 31, 1998 Duke Energy and its subsidiaries have timely 1996, (i) the Company has filed all forms, reports, schedules, statements and other documents required to be filed with (i) [a] the SEC under the Securities and Exchange Act or the 1933 Act Commission (the "Duke Energy SEC") including, without limitation, [i] all Annual Reports on Form 10-K, [ii] all Quarterly Reports on Form 10-Q, [iii] all proxy statements relating to meetings of shareholders (whether annual or special), [iv] all required Current Reports on Form 8-K, [v] all other reports or registration statements and [vi] all amendments and supplements to all such reports and registration statements, which amendments and supplements have been, to the knowledge of the Company, required to be filed (collectively, as amended or supplemented, the "Company SEC DocumentsReports"), (ii) and [b] any applicable state securities authority authorities; and (iiiii) the Company and each of its Subsidiaries have filed all forms, reports, statements and other documents required to be filed with any other Governmental Entityapplicable federal or state regulatory authorities, except in each case as set forth on Schedule 3.07(a) or where the failure to file any such forms, reports, schedules, reports or statements or other documents would not have a Company Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are in clauses (i) and (ii) of this section 3.07(a) being collectively referred to as the "Duke Energy DocumentsCompany Reports"). The Duke Energy Such Company SEC Documents, at the time filed (x) did Reports and Company Reports do not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading in light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Act, the Exchange Act and the rules and regulations thereunder)misleading.
(b) The Each of the consolidated financial statements (including including, in each case, any related notes theretoto such statements) contained in any Duke Energy the Company SEC Documents Reports (i) have been prepared in all material respects in accordance with United States the published rules and regulations of the SEC and generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (subject, except to the extent required by changes in GAAP and as may be indicated in the case of unaudited financial statements, to the absence of notes), notes thereto) and (ii) complied in all material respects with the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, represent the consolidated financial position, results position of operations and cash flows of Duke Energy the Company and its subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the respective periods covered thereby, subject, indicated (subject to normal year-end adjustments in the case of any unaudited interim financial statements, to normal, recurring audit adjustments none of which will be material).
(c) From January 1, 1998 Except as and to the date extent reflected on, or reserved against in, the consolidated balance sheet of this Agreementthe Company and its Subsidiaries at December 31, there 1996, including all notes thereto (the "Company Balance Sheet"), or as set forth on Schedule 3.07(c), neither the Company nor any of its Subsidiaries has been no change in Duke Energy's accounting policies any liabilities or methods obligations (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of making accounting estimates the Company or changes in estimates that are material to such financial statements, except as described in the notes thereto thereto, prepared in accordance with respect to periods ending prior to the date hereofpublished rules and regulations of the SEC and GAAP, except for liabilities or obligations incurred in the ordinary course of business since December 31, 1996 that, individually or in the aggregate, would not have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Rexworks Inc)
Reports; Financial Statements. (a) Since January 1, 1998 Duke Energy Purchaser SEC Documents were filed in a timely manner and its subsidiaries have timely filed in material compliance with all forms, reports, schedules, statements applicable Laws and other documents required requirements applicable thereto. As of their respective dates (or if amended prior to be filed with (i) the SEC under date hereof, as of the Exchange Act or the 1933 Act (the "Duke Energy SEC Documents"date of such amendment), (ii) any the Purchaser SEC Documents complied in all material respects with requirements under applicable state securities authority Law regarding the accuracy and (iii) any other Governmental Entitycompleteness of the disclosures contained therein, except in each case where and none of the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy Documents"). The Duke Energy Purchaser SEC Documents, at the time filed (x) did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading therein, in light of the circumstances under which they were made and made, not misleading, except that information set forth in the Purchaser SEC Documents as of a later date (ybut before the date of this Agreement) complied in all material respects with the requirements will be deemed to modify information as of applicable Laws (including the 1933 Act, the Exchange Act and the rules and regulations thereunder)an earlier date.
(b) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Purchaser for the fiscal year ended December 31, 2011 (the "Purchaser Financial Statements") fairly presents the consolidated financial position of Purchaser and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Purchaser Financial Statements (including in each case, any related notes theretoand schedules) contained fairly present the results of operations, equity, cash flows and changes in any Duke Energy SEC Documents (i) have been prepared financial position, as the case may be, of Purchaser and its Subsidiaries for the periods set forth therein, in accordance each case in conformity with United States generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material.
(c) From January 1, 1998 to the date of this Agreement, there has been no change in Duke Energy's accounting policies or methods of making accounting estimates or changes in estimates that are material to such financial statementsinvolved, except as described in the notes thereto with respect to periods ending prior to the date hereofmay be noted therein.
Appears in 1 contract
Reports; Financial Statements. ▇▇▇▇▇.▇▇▇ has furnished to North Sky true and complete copies of its registration statement on Form S-1 as initially filed on December 30, 1998, together with all amendments thereto including its financial statements for the period ended December 31, 1996 and the years ended December 31, 1997 and December 31, 1998, contained therein, together with each registration statement, prospectus, report, proxy statement or information statement prepared by ▇▇▇▇▇.▇▇▇ since its initial public offering on March 24, 1999, including ▇▇▇▇▇.▇▇▇'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 in the form (aincluding exhibits, annexes and any amendments thereto) Since January 1, 1998 Duke Energy and its subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with the Securities and Exchange Commission (i"SEC") (collectively, including any such reports filed subsequent to the date of this Agreement, "▇▇▇▇▇.▇▇▇'s SEC Reports"). As of their respective dates, ▇▇▇▇▇.▇▇▇'s SEC Reports complied as to form with all applicable requirements under the Exchange Securities Act or the 1933 Act of 1933, as amended (the "Duke Energy SEC DocumentsSecurities Act")) and the Securities Exchange Act of 1934, as amended (ii) any applicable state securities authority and (iii) any other Governmental Entity, except in each case where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy DocumentsExchange Act"). The Duke Energy SEC Documents, at ) and the time filed (x) rules and regulations thereunder and 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 contained made therein not misleading in light misleading. Each of the circumstances under which they were made and (y) complied consolidated balance sheets included in all material respects with the requirements of applicable Laws or incorporated by reference into ▇▇▇▇▇.▇▇▇'s SEC Reports (including the 1933 Actrelated notes and schedules) fairly presents the consolidated balance sheet of ▇▇▇▇▇.▇▇▇ and its subsidiaries as of its date and each of the consolidated statements of income, the Exchange Act shareholders' investment and the rules and regulations thereunder)cash flows included in or incorporated by reference into ▇▇▇▇▇.
(b) The consolidated financial statements ▇▇▇'s SEC Reports (including in each case, any related notes theretoand schedules) contained in any Duke Energy SEC Documents (i) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during fairly presents the consolidated results of operations, statement of shareholders' investment and cash flows, as the case may be, of ▇▇▇▇▇.▇▇▇ and its subsidiaries for the periods involved set forth therein (subject, in the case of unaudited financial statements, to the absence of notesnotes (to the extent permitted by the rules applicable to form 10-Q) and to normal year-end adjustments that will not be material in amount or effect), (ii) complied in all material respects each case in accordance with GAAP consistently applied during the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material.
(c) From January 1, 1998 to the date of this Agreement, there has been no change in Duke Energy's accounting policies or methods of making accounting estimates or changes in estimates that are material to such financial statementsinvolved, except as described in the notes thereto with respect to periods ending prior to the date hereofmay be noted therein.
Appears in 1 contract
Sources: Merger Agreement (About Com Inc)
Reports; Financial Statements. (a) Since January 1As of the respective dates of their filing with the SEC, 1998 Duke Energy and its subsidiaries have timely filed all forms, the Company’s reports, schedules, statements and other documents required to be documents, together with any amendments thereto, filed by the Company with (i) the SEC under since December 31, 2002 (all of the foregoing filed after December 31, 2002 and prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (including all exhibits available on the SEC’s E▇▇▇▇ system) incorporated by reference therein being hereinafter referred to collectively as the “SEC Reports”), complied in all material respects with the applicable requirements of the Exchange Act or Act, and the 1933 Act (rules and regulations of the "Duke Energy Commission promulgated thereunder applicable to the SEC Documents"), (ii) any applicable state securities authority and (iii) any other Governmental Entity, except in each case where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy Documents")Reports. The Duke Energy SEC DocumentsReports did not, at the time they were filed (x) did not with the SEC, 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 contained therein not misleading therein, in the light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Actare made, the Exchange Act and the rules and regulations thereunder)not misleading.
(b) The consolidated financial statements of the Company (including including, in each case, any related schedules or notes thereto) contained in any Duke Energy or incorporated by reference in the SEC Documents Reports (the “Financial Statements”) (i) have been prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles applied on a consistent basis (“GAAP”), consistently applied, during the periods involved (subject, except (A) as may be otherwise indicated in such Financial Statements or the notes thereto or (B) in the case of unaudited financial interim statements, to the absence of notesextent they may not include footnotes or may be condensed or summary statements), and (ii) complied fairly present in all material respects with the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results position of operations and cash flows of Duke Energy the Company and its subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods covered therebythen ended, subject, in the case of unaudited financial statements, to normal, normal and recurring audit year-end adjustments none of which will be materialand omitted footnote disclosure.
(c) From January 1, 1998 The copies of the financial information set forth in Schedule II and delivered by the Company to the date Investor in connection with this transaction: (i) were prepared in good faith and derived from the Company’s internal accounting systems which are subject to internal accounting control review by the Company’s independent auditors in support of this Agreement, there has been no change in Duke Energy's accounting policies or methods of making accounting estimates or changes in estimates that are material to such the Company’s audited financial statements, except as described in the notes thereto with respect to periods ending prior and (ii) to the date hereofKnowledge of the Company, were a fair and accurate presentation of the financial condition of the Company for the periods they purported to represent. The projections provided to the Investor by the Company were prepared in good faith by the Company, and the Company believes there is a reasonable basis for such projections. However, the Company does not warrant the accuracy of these forward-looking projections.
Appears in 1 contract
Sources: Securities Purchase Agreement (Techteam Global Inc)
Reports; Financial Statements. (a) Buyer has delivered to Seller its statutory Annual Statement for the fiscal year ending December 31, 2001 as filed with the State of Oregon Department of Consumer and Business Services Insurance Division, and containing in part statements of assets, liabilities, surplus and other funds; summary of operations; capital and surplus accounts; and cash flow (“Buyer’s SAP Financial Statements”). Buyer’s SAP Financial Statements (including, without limitation, the interrogatories therein) fairly present the statutory financial condition and results of operations of Buyer at and as of the dates and for the periods indicated therein and have been prepared in accordance with Oregon SAP consistently applied throughout the periods indicated, except as expressly set forth therein. Buyer’s SAP Financial Statements were prepared by Buyer and have been audited or reviewed by independent accountants.
(b) Since January 1December 31, 1998 Duke Energy and its subsidiaries have timely 2001, Buyer’s publicly held parent corporation StanCorp Financial Group, Inc. (“StanCorp”) has filed (i) all forms, reports, schedules, statements and other documents required to be filed with (iA) the SEC under the Exchange Act SEC, including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to meetings of stockholders (whether annual or the 1933 Act (the "Duke Energy SEC Documents"special), (ii4) all required Current Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the “StanCorp SEC Reports”) and (B) any applicable state securities authority authorities; and (iiiii) all forms, reports, statements, notices and other documents required to be filed with any other Governmental Entityapplicable federal or state regulatory authorities, including, without limitation, state insurance and health regulatory authorities, except in each case where the failure to file any such forms, reports, schedulesstatements, statements or notices and other documents under this clause (ii) would not be reasonably expected to have a Material Adverse Effect on Duke Energy Buyer (all such forms, reports, schedulesstatements, statements notices and other documents are in clauses (i) and (ii) of this Section 4.6(b) being collectively referred to as the "Duke Energy Documents"“Buyer Reports”). The Duke Energy Buyer Reports, including all Buyer Reports filed after the date of this Agreement and prior to the Closing, (i) were or will be prepared in all material respects in accordance with the requirements of applicable laws (including, with respect to the StanCorp SEC DocumentsReports, the Securities Act and the Exchange Act, as the case may be), and (ii) did not at the time filed (x) did they were filed, or will not at the time they are filed, 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 contained therein not misleading therein, in the light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Actor will be made, the Exchange Act and the rules and regulations thereunder)not misleading.
(bc) The Each of the consolidated financial statements (including in each case, case any related notes thereto) contained in the StanCorp SEC Reports, including any Duke Energy StanCorp SEC Documents Reports filed after the date of this Agreement and prior to the Closing, (i) have been or will be prepared in all material respects in accordance with United States generally accepted accounting principles the published rules and regulations of the SEC and GAAP applied on a consistent basis during throughout the periods involved except (subjectA) to the extent required by change in GAAP and (B) with respect to StanCorp SEC Reports filed prior to the date of this Agreement, as may be indicated in the case of unaudited financial statements, to the absence of notes), notes thereto; and (ii) complied in all material respects with the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, present or will fairly present the consolidated financial position, results position of operations and cash flows of Duke Energy StanCorp and its subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the respective periods covered therebyindicated, subject, in the case of except that (A) any unaudited interim financial statements, to normal, recurring audit adjustments none of which statements (1) were or will be materialsubject to normal and recurring year-end adjustments which were not or arenot expected to be material in amount and (2) are not or may not be necessarily indicative of results for the full fiscal year and (B) any pro forma financial information contained in such consolidated financial statements is not or may not be necessarily indicative of the consolidated financial position of Buyer and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated.
(cd) From January 1, 1998 Except as and to the date extent set forth on the balance sheet of this AgreementBuyer at December 31, there 2001, including all notes thereto, contained in Buyer’s SAP Financial Statements, Buyer has been no change in Duke Energy's accounting policies liabilities or methods obligations of making accounting estimates any nature (whether known or changes in estimates unknown, matured or unmatured, and whether accrued, absolute, contingent or otherwise) that are material would be required to such financial statementsbe reflected on, except as described or reserved against in, a balance sheet of Buyer or in the notes thereto thereto, prepared in accordance with Oregon SAP, except (i) as otherwise reported in the financial statements contained in Buyer’s SAP Financial Statements for the quarter ended March 31, 2002, or (ii) for Liabilities incurred in the ordinary course of business since December 31, 2001, or (iii) Liabilities incurred outside the ordinary course of business that would not have a Material Adverse Effect on Buyer, its ability to consummate the transactions contemplated by the Transaction Documents or its ability to operate the Group Business after the Closing Date. Since December 31, 2001, no event has occurred that has resulted in a Material Adverse Effect with respect to periods ending prior to the date hereofBuyer.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Stancorp Financial Group Inc)
Reports; Financial Statements. (a) Since January 1with the exception of its Quarterly Report on Form 10-QSB for the period ended September 30, 1998 Duke Energy 1999 and its subsidiaries have timely Annual Report on Form 10-KSB for the period ended December 31, 1999, Company has filed (i) all forms, reports, schedules, statements and other documents required to be filed with (iA) the SEC under the Securities and Exchange Act or the 1933 Act Commission (the "Duke Energy SEC DocumentsSEC"), including, without limitation (1) all Annual Reports on Form 10-KSB, (2) all Quarterly Reports on Form 10-QSB, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "the Company SEC Reports") and (B) any applicable Blue Sky Laws and (ii) any applicable state securities authority and (iii) any other Governmental Entity, except in each case where the failure to file any such all forms, reports, schedules, statements or and other documents would not have a Material Adverse Effect on Duke Energy required to be filed with any other applicable federal or state regulatory authorities (all such forms, reports, schedules, statements and other documents are collectively being referred to herein, collectively, as the "Duke Energy Documentsthe Company Reports"). The Duke Energy Company Reports were prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the Company SEC DocumentsReports, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports) and (y) did not at the time they were filed (x) 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 contained therein not misleading therein, in the light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Actmade, the Exchange Act and the rules and regulations thereunder)not misleading.
(b) The consolidated Each of the financial statements (including including, in each case, any related notes thereto) contained in any Duke Energy the Company SEC Documents Reports filed prior to or on the date of this Agreement (i) have been prepared in accordance with United States with, and complied as to form with, the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis during throughout the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), except as otherwise noted therein) and (ii) complied in all material respects with fairly present the requirements financial position of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries Company as of the respective dates thereof and the results of its operations and cash flows for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be materialindicated.
(c) From January 1To the best of the Company's knowledge after due inquiry, 1998 to the date of this Agreement, there has been Company's auditors have issued no change management letters in Duke Energyconnection with the Company's accounting policies or methods of making accounting estimates or changes in estimates that are material to such financial statements, except as described in the notes thereto with respect to periods ending prior to the date hereof.
Appears in 1 contract
Sources: Project Management Agreement (Smart Games Interactive Inc)
Reports; Financial Statements. (a) Since January 1, 1998 Duke Energy Purchaser SEC Documents were filed in a timely manner and its subsidiaries have timely filed in material compliance with all forms, reports, schedules, statements applicable Laws and other documents required requirements applicable thereto. As of their respective dates (or if amended prior to be filed with (i) the SEC under date hereof, as of the Exchange Act or the 1933 Act (the "Duke Energy SEC Documents"date of such amendment), (ii) any the Purchaser SEC Documents complied in all material respects with requirements under applicable state securities authority Law regarding the accuracy and (iii) any other Governmental Entitycompleteness of the disclosures contained therein, except in each case where and none of the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy Documents"). The Duke Energy Purchaser SEC Documents, at the time filed (x) did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading therein, in light of the circumstances under which they were made and made, not misleading, except that information set forth in the Purchaser SEC Documents as of a later date (ybut before the date of this Agreement) complied in all material respects with the requirements will be deemed to modify information as of applicable Laws (including the 1933 Act, the Exchange Act and the rules and regulations thereunder)an earlier date.
(b) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Purchaser for the fiscal year ended December 31, 2011 (the “Purchaser Financial Statements”) fairly presents the consolidated financial position of Purchaser and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Purchaser Financial Statements (including in each case, any related notes theretoand schedules) contained fairly present the results of operations, equity, cash flows and changes in any Duke Energy SEC Documents (i) have been prepared financial position, as the case may be, of Purchaser and its Subsidiaries for the periods set forth therein, in accordance each case in conformity with United States generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material.
(c) From January 1, 1998 to the date of this Agreement, there has been no change in Duke Energy's accounting policies or methods of making accounting estimates or changes in estimates that are material to such financial statementsinvolved, except as described in the notes thereto with respect to periods ending prior to the date hereofmay be noted therein.
Appears in 1 contract
Reports; Financial Statements. (a) Since January 1Except as set forth on Schedule 3.07, 1998 Duke Energy (x) Havenwood and its subsidiaries have timely filed (i) all forms, reports, schedules, statements and other documents required to be filed with (iA) the SEC under the Securities and Exchange Act or the 1933 Act Commission (the "Duke Energy SEC DocumentsSEC"), including, without limitation (1) all Annual Reports on Form 10-KSB, (2) all Quarterly Reports on Form 10-QSB, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "Havenwood SEC Reports") and (B) any applicable Blue Sky Laws and (ii) any applicable state securities authority and (iii) any other Governmental Entity, except in each case where the failure to file any such all forms, reports, schedules, statements or and other documents would not have a Material Adverse Effect on Duke Energy required to be filed with any other applicable federal or state regulatory authorities (all such forms, reports, schedules, statements and other documents are collectively in clauses (i) and (ii) of this Section 3.07(a) being referred to herein, collectively, as the "Duke Energy DocumentsHavenwood Reports"). The Duke Energy Havenwood Reports were prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the Havenwood SEC DocumentsReports, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Havenwood SEC Reports) and (y) did not at the time they were filed (x) 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 contained therein not misleading therein, in the light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Actmade, the Exchange Act and the rules and regulations thereunder)not misleading.
(b) The consolidated Each of the financial statements (including including, in each case, any related notes thereto) contained in any Duke Energy the Havenwood SEC Documents Reports filed prior to or on the date of this Agreement (i) have been prepared in accordance with United States with, and complied as to form with, the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis during throughout the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), except as otherwise noted therein) and (ii) complied in all material respects with fairly present the requirements financial position of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries Havenwood as of the respective dates thereof and the results of its operations and cash flows for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be materialindicated.
(c) From January 1, 1998 to To the date best of this Agreement, there has been no change in Duke EnergyHavenwood's accounting policies or methods of making accounting estimates or changes in estimates that are material to such financial statementsknowledge after due inquiry, except as described set forth on Schedule 3.07(c) hereto, Havenwood's auditors have issued no management letters in the notes thereto connection with respect to periods ending prior to the date hereofHavenwood's financial statements.
Appears in 1 contract
Sources: Merger Agreement (Boots & Coots International Well Control Inc)
Reports; Financial Statements. (a) Since January 1Sinc▇ ▇▇▇▇▇ ▇▇, 1998 Duke Energy and ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ its subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (iA) the SEC under the Securities and Exchange Act or the 1933 Act Commission (the "Duke Energy SEC DocumentsSEC") including (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (ii4) all Current Reports on Form 8-K and (5) all other reports, schedules, registration statements or other documents and (B) any applicable state securities authority authorities and (iii) all forms, reports, statements and other documents required to be filed with any other Governmental Entityapplicable federal or state regulatory authorities, except in each case where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy material adverse effect (all such forms, reports, schedules, statements and other documents are collectively in clauses (i) and (ii) of this Section 5.02(a) being referred to herein, collectively, as the "Duke Energy DocumentsForeland Reports"). The Duke Energy Foreland Reports, including all Surgical Reports filed after the date of this Agreement and prior to the Effective Time, (x) were or will be prepared in accordance with the requirements of applicable Law (including the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC Documents, thereunder applicable to such Foreland Reports) and (y) did not at the time filed (x) did they were filed, or will not at the time they are filed, 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 contained therein not misleading therein, in the light of the circumstances under which they were made and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Actare made, the Exchange Act and the rules and regulations thereunder)not misleading.
(b) The Each of the consolidated financial statements (including including, in each case, any related notes thereto) contained in any Duke Energy SEC Documents (i) Foreland Reports filed prior to the Effective Time, have been or will be prepared in accordance with United States the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis during throughout the periods involved (subjectexcept (a) to the extent required by changes in generally accepted accounting principles; (b) with respect to Foreland Reports filed prior to the date of this Agreement, as may be indicated in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, notes thereto; and (iiic) with respect to interim financial statements as may be permitted by Article 10 of Regulation S-X) and fairly present, in all material respects, present or will fairly present the consolidated financial position, results position of operations and cash flows of Duke Energy Surgical and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the respective periods covered therebyindicated (including reasonable estimates of normal and recurring year-end adjustments), subject, in the case of except that (x) any unaudited interim financial statements, to normal, recurring audit adjustments none of which statements were or will be materialsubject to normal and recurring year-end adjustments and (y) any pro forma financial statements contained in such consolidated financial statements are not necessarily indicative of the consolidated financial position of Surgical and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated. [The foregoing are intended as factual disclosures in connection with the issuance of securities. The obligations under this Agreement are Foreland's, with the assets conveyed to Refining for operating purposes.
(c) From January 1, 1998 to the date of this Agreement, there has been no change in Duke Energy's accounting policies or methods of making accounting estimates or changes in estimates that are material to such financial statements, except as described in the notes thereto with respect to periods ending prior to the date hereof.]
Appears in 1 contract
Reports; Financial Statements. 3.1.5.1 Carnival has made available to P&O Princess copies of (aA) Since January 1each registration statement, 1998 Duke Energy report, or other document prepared by it or its Subsidiaries and its subsidiaries have timely filed with the United States Securities and Exchange Commission (the "SEC") since November 30, 2001 (the "Carnival Audit Date"), including Carnival's Annual Report on Form 10-K for the year ended November 30, 2001 and Quarterly Reports on Form 10-Q for the quarters ended February 28, 2002, May 31, 2002 and August 31, 2002, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such registration statement, report, or other document filed with the SEC subsequent to the date hereof, the "Carnival Reports") and (B) all formscirculars, reports, schedules, statements reports and other documents required distributed by Carnival to be its shareholders since the Carnival Audit Date. As of their respective dates, the Carnival Reports did not, and any Carnival Reports filed with (i) the SEC under subsequent to the Exchange Act or the 1933 Act (the "Duke Energy SEC Documents")date hereof will not, (ii) any applicable state securities authority and (iii) any other Governmental Entity, except in each case where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy Documents"). The Duke Energy SEC Documents, at the time filed (x) 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 contained therein not misleading made therein, in the light of the circumstances under which they were made and (y) complied made, not misleading. Each of the consolidated balance sheets included in all material respects with or incorporated by reference into the requirements of applicable Laws Carnival Reports (including the 1933 Act, the Exchange Act and the rules and regulations thereunder).
(b) The consolidated financial statements (including in each case, any related notes theretoand schedules) contained in any Duke Energy SEC Documents (i) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (subjectfairly presents, or in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects those filed with the requirements of applicable securities Laws, and (iii) SEC after the date hereof will fairly present, in all material respects, the consolidated financial positionposition of Carnival and its Subsidiaries as of its date and each of the related consolidated statements of operations, results of operations shareholders' equity and cash flows included in or incorporated by reference into the Carnival Reports (including any related notes and schedules) fairly presents, or in the case of Duke Energy those filed with the SEC after the date hereof will fairly present, in all material respects, the consolidated results of operations, retained earnings and changes in cash flows, as the case may be, of Carnival and its subsidiaries as of the respective dates thereof and consolidated Subsidiaries for the respective periods covered thereby, set forth therein (subject, in the case of unaudited financial statements, to normal, recurring notes and normal year-end audit adjustments none that are not expected to be material in amount or effect), in each case in accordance with US GAAP consistently applied during the periods involved except as may be noted therein. All of which will be material.
the Carnival Reports, as of their respective dates (c) From January 1, 1998 to and as of the date of this Agreementany amendment to the respective Carnival Report), there has been no change in Duke Energy's accounting policies complied, or methods of making accounting estimates or changes in estimates that are material to such financial statements, except as described in the notes thereto case of those filed with respect the SEC after the date hereof will comply, as to periods ending form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Except as disclosed in the Carnival Reports filed prior to the date hereof, Carnival and its consolidated Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Carnival and its consolidated Subsidiaries or the footnotes thereto prepared in conformity with US GAAP, other than (A) liabilities incurred in the ordinary course of business consistent with past practice, (B) liabilities incurred in accordance with Section 4.1, (C) liabilities for Taxes in respect of income, profits or gains earned in the ordinary course of business or (D) liabilities that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect with respect to Carnival.
3.1.5.2 P&O Princess has made available to Carnival copies of (A) each registration statement, report or other document prepared by it or its Subsidiaries and filed with, or furnished to, the SEC since December 31, 2001 (the "P&O Princess Audit Date", with the P&O Princess Audit Date and the Carnival Audit Date each being referred to herein as the relevant Party's "Audit Date"), including P&O Princess' Annual Report on Form 20-F for the year ended December 31, 2001 and interim financial Reports on Form 6-K for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002, each in the form (including exhibits, annexes and any amendments thereto) filed with, or furnished to, the SEC (collectively, including any such registration statement, report or other document filed with, or furnished to, the SEC subsequent to the date hereof, the "P&O Princess US Reports"); and (B) all circulars, reports and other documents distributed by P&O Princess to its shareholders since the P&O Princess Audit Date. As of their respective dates, the P&O Princess US Reports did not, and any P&O Princess US Report filed with, or furnished to, the SEC subsequent to the date hereof will 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 made therein, in the light of the circumstances under which they were made, not misleading. All of the P&O Princess US Reports, as of their respective dates (and as of the date of any amendment to the respective P&O Princess US Reports), complied, or in the case of those filed with, or furnished to, the SEC after the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. All documents notified by P&O Princess to, or filed by P&O Princess with, the UKLA since the P&O Princess Audit Date, including any documents notified by P&O Princess to, or filed by P&O Princess with, the UKLA subsequent to the date hereof (the "P&O Princess UK Reports", collectively with the P&O Princess US Reports, the "P&O Princess Reports", with the Carnival Reports and the P&O Princess Reports each being referred to as the relevant Party's "Reports") complied, or in the case of those notified or filed by P&O Princess subsequent to the date hereof will comply, as to form, in all material respects with the applicable provisions, of the London Listing Rules and the Companies Act. As of their respective dates, the P&O Princess UK Reports did not, and any P&O Princess UK Report notified by P&O Princess to, or filed by P&O Princess with, the UKLA subsequent to the date hereof will 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 made therein, in the light of the circumstances under which they were made, not misleading in any material respect. Each of the consolidated balance sheets included in or incorporated by reference into the P&O Princess Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of P&O Princess and its Subsidiaries as of its date, and each of the related consolidated statements of profit and loss accounts, changes in shareholders' funds, total recognized gains and losses and cash flows included in or incorporated by reference into the P&O Princess Reports (including any related notes and schedules) fairly presents, or, in the case of those filed with or furnished to, the SEC after the date hereof, will fairly present, in all material respects, the consolidated results of operations, retained earnings and cash flows of P&O Princess and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that are not expected to be material in amount or effect), in each case in accordance with UK GAAP consistently applied during the periods involved except as may be noted therein. The related notes to the P&O Princess US Reports filed with the SEC reconciling such consolidated balance sheet, consolidated statement of income, statement of changes in shareholders' interest, and statement of cash flows comply in all material respects with the requirements of the SEC applicable to such reconciliation to US GAAP. Except as disclosed in the P&O Princess Reports filed prior to the date hereof, P&O Princess and its consolidated Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of P&O Princess and its consolidated Subsidiaries or the footnotes thereto prepared in conformity with UK GAAP, other than (A) liabilities incurred in the ordinary course of business consistent with past practice, (B) liabilities incurred in accordance with Section 4.1, (C) liabilities for Taxes in respect of income, profits or gains earned in the ordinary course of business or (D) liabilities that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect with respect to P&O Princess.
Appears in 1 contract
Reports; Financial Statements. (a) Since January 1, 1998 Duke Energy Continental and its subsidiaries Subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) Canadian securities regulatory authorities (collectively, the SEC under the Exchange Act or the 1933 Act (the "Duke Energy SEC Documents"“Continental SRA Reports”), (ii) any other applicable state federal, state, provincial or territorial securities authority authority, and (iii) any other Governmental Entity, except in each case with respect to clause (iii) of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are collectively referred to as the "Duke Energy “Continental Documents"”). The Duke Energy SEC Documents, Continental Documents at the time filed (x) 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 contained therein not misleading in light of the circumstances under which they were made Misrepresentation and (y) complied in all material respects with the requirements of applicable Laws (including Laws. Continental has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the 1933 Act, the Exchange Act and the rules and regulations thereunder)date of this Agreement remains confidential.
(b) The consolidated financial statements (including including, in each case, any related notes thereto) contained in any Duke Energy SEC Documents Continental SRA Reports (i) have been prepared in accordance with United States Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Continental, (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Continental for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Continental, and (iiivi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy Continental and its subsidiaries Subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material, individually or in the aggregate.
(c) From January 1, 1998 to the date of this Agreement, there There has been no change by Continental or its Subsidiaries in Duke Energy's their accounting policies policies, methods, practices or methods of making accounting estimates or changes in estimates principles that are material to such Continental’s consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date hereofof this Agreement.
Appears in 1 contract
Reports; Financial Statements. (a) Since January 1It has made available to the other party each registration statement, report, proxy statement or information statement prepared by it since December 31, 1996, including without limitation its Annual Report on Form 10-K for the years ended December 31, 1996, December 31, 1997 and December 31, 1998 Duke Energy in the form (including exhibits, annexes and its subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be any amendments thereto) filed with (i) the SEC under the Securities and Exchange Act or the 1933 Act Commission (the "Duke Energy SEC DocumentsSEC")) (collectively, (ii) any applicable state securities authority and (iii) any other Governmental Entity, except in each case where the failure to file including any such formsreports filed subsequent to the date of this Agreement, reports, schedules, statements or other documents would not have a Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents are collectively referred to as the its "Duke Energy DocumentsREPORTS"). The Duke Energy SEC DocumentsAs of their respective dates, at its Reports complied, as to form, with all applicable requirements under the time Securities Act, the Exchange Act, and the rules and regulations thereunder, and (together with any amendments thereto filed (xprior to the date hereof) 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 contained therein not misleading made therein, in light of the circumstances under in which they were made and (y) complied in all material respects with made, not misleading. Each of the requirements of applicable Laws consolidated balance sheets included in, or incorporated by reference into, its Reports (including the 1933 Act, related notes and schedules) fairly presents the Exchange Act and the rules and regulations thereunder).
(b) The consolidated financial position of it and its Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity, and of cash flows included in, or incorporated by reference into, its Reports (including in each case, any related notes theretoand schedules) contained in any Duke Energy SEC Documents (i) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of it and its Subsidiaries for the periods involved set forth therein (subject, in the case of unaudited financial statements, to the absence of notesnotes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles (ii"GAAP") complied in all material respects with consistently applied during the requirements of applicable securities Laws, and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Duke Energy and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material.
(c) From January 1, 1998 to the date of this Agreement, there has been no change in Duke Energy's accounting policies or methods of making accounting estimates or changes in estimates that are material to such financial statementsinvolved, except as described in the notes thereto with respect to periods ending prior may be noted therein. It has made available to the date hereof.other party all correspondence since December 31, 1996 between it or its representatives, on the one hand, and the SEC, on
Appears in 1 contract
Sources: Merger Agreement (Arch Communications Group Inc /De/)