Common use of SEC Documents and Other Reports Clause in Contracts

SEC Documents and Other Reports. Parent has filed all ------------------------------- required documents with the Securities Exchange Commission ("SEC") between --- January 1, 2001 and the date hereof (the "Parent SEC Documents"). Except for -------------------- the late filing of the Company's Form 10-Q for the three months ended June 30, 2001, as of their respective dates or, if amended, as of the date of the last amendment, the Parent SEC Documents comply in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the -------------- Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by GAAP, Parent has not, since January 1, 2001, made any material change in the accounting practices or policies applied in the preparation of financial statements included in the Parent SEC Documents.

Appears in 1 contract

Sources: Merger Agreement (Act Teleconferencing Inc)

SEC Documents and Other Reports. Parent The Company has filed all ------------------------------- required documents with the Securities Exchange Commission ("SEC") between --- January 1SEC since June 30, 2001 and the date hereof 1995 (the "Parent COMPANY SEC DocumentsDOCUMENTS"). Except for -------------------- the late filing of the Company's Form 10-Q for the three months ended June 30, 2001, as As of their respective dates or, if amended, as of the date of the last amendmentdates, the Parent Company SEC Documents comply complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the -------------- Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of Parent the Company included in the Parent Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as to the extent permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent Company SEC Documents or as required by GAAPgenerally accepted accounting principles, Parent the Company has not, since January 1June 30, 20011999, made any material change in the accounting practices or policies applied in the preparation of financial statements included in the Parent SEC Documentsstatements.

Appears in 1 contract

Sources: Merger Agreement (Lunar Corp)

SEC Documents and Other Reports. Parent PPR has filed all required ------------------------------- required documents forms, reports, documents, statements (including proxy statements) and exhibits with the Securities SEC that were required to be filed pursuant to the Exchange Commission ("SEC") between --- January Act or other federal securities laws since July 1, 2001 and the date hereof 1996 (the "Parent PPR SEC Documents"). Except for -------------------- the late filing of the Company's Form 10-Q for the three months ended June 30, 2001, as As of their respective dates or, if amended, as of the date of the last amendmentdates, the Parent PPR SEC Documents comply complied in all material respects with the then applicable requirements of the Securities Act of 1933 (the "Securities Act") or the -------------- Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent PPR SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of Parent PPR included in the Parent PPR SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as permitted by Form 10Regulation S-Q X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent PPR and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and any other adjustments described therein and normal year-end audit adjustments and to any other adjustments described thereinadjustments). Except as disclosed in the Parent PPR SEC Documents or as required by GAAP, Parent PPR has not, since January 1December 31, 20011998, made any material change in the accounting practices or policies applied in the preparation of its financial statements included in the Parent SEC Documentsstatements.

Appears in 1 contract

Sources: Dakota Exchange Agreement (Pepsi Cola Puerto Rico Bottling Co)

SEC Documents and Other Reports. Parent Except as would not have a Material Adverse Effect on York, York has filed all ------------------------------- required documents with the Securities Exchange Commission ("SEC") between --- SEC since January 1, 2001 and the date hereof 1998 (the "Parent YORK SEC DocumentsDOCUMENTS"). Except for -------------------- the late filing of the Company's Form 10-Q for the three months ended June 30, 2001, as As of their respective dates or, if amended, as of the date of the last amendmentdates, the Parent York SEC Documents comply complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the -------------- Securities Exchange Act of 1934 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange ActEXCHANGE ACT"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent York SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as would not have a Material Adverse Effect on York, the consolidated financial statements (including, in each case, any notes thereto) of Parent York included in the Parent York SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in ---- the case of the unaudited statements, as permitted by Form 10Regulation S-Q X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent York and its consolidated subsidiaries at Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent York SEC Documents or as required by GAAP, Parent York has not, since January December 1, 20012000, made any material change in the accounting practices or policies applied in the preparation of its financial statements included in the Parent SEC Documentsstatements.

Appears in 1 contract

Sources: Merger Agreement (York Group Inc \De\)

SEC Documents and Other Reports. Parent The Company has filed all ------------------------------- required documents with the Securities Exchange Commission ("SEC") between --- SEC since January 1, 2001 and the date hereof 1993 (the "Parent Company SEC Documents"). Except for -------------------- the late filing of the Company's Form 10-Q for the three months ended June 30, 2001, as As of their respective dates or, if amended, as of the date of the last amendmentdates, the Parent Company SEC Documents comply complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the -------------- Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of Parent the Company included in the Parent Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent Company SEC Documents or as required by GAAPgenerally accepted accounting principles, Parent the Company has not, since January 128, 20011995, made any material change in the accounting practices or policies applied in the preparation of financial statements included in the Parent SEC Documentsstatements.

Appears in 1 contract

Sources: Merger Agreement (Proffitts Inc)

SEC Documents and Other Reports. Parent has filed all ------------------------------- required documents with the Securities Exchange Commission ("SEC") between --- SEC since January 1, 2001 and the date hereof 1995 (the "Parent SEC ---------- Documents"). Except for -------------------- the late filing of the Company's Form 10-Q for the three months ended June 30, 2001, as As of their respective dates or, if amended, as of the date of the last amendmentdates, the Parent SEC Documents comply complied in --------- all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the -------------- Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as set forth in Section 2.5 of the Parent Letter, disclosed in the Parent SEC Documents or as required by GAAPgenerally accepted accounting principles, Parent has not, since January 1December 31, 20011998, made any material change in the accounting practices or policies applied in the preparation of financial statements included in the Parent SEC Documentsstatements.

Appears in 1 contract

Sources: Merger Agreement (Oec Medical Systems Inc)

SEC Documents and Other Reports. Parent The Company has filed all ------------------------------- required documents with the Securities Exchange Commission ("SEC") between --- January 1SEC since December 31, 2001 and the date hereof 1995 (the "Parent Company SEC Documents"). Except for -------------------- the late filing , except as disclosed in Section 3.5 of the Company's Form 10-Q for the three months ended June 30, 2001, as Company Letter. As of their respective dates or, if amended, as of the date of the last amendmentdates, the Parent Company SEC Documents comply complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the -------------- Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of Parent the Company included in the Parent Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as to the extent permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent Company SEC Documents or as required by GAAPgenerally accepted accounting principles, Parent the Company has not, since January 1December 31, 20011995, made any material change in the accounting practices or policies applied in the preparation of financial statements included in the Parent SEC Documentsstatements.

Appears in 1 contract

Sources: Merger Agreement (General Electric Co)

SEC Documents and Other Reports. Parent The Company has timely filed all ------------------------------- required documents with the Securities Exchange Commission ("SEC") between --- January 1SEC since December 31, 2001 and the date hereof 2000 (the "Parent Company SEC Documents"). Except for -------------------- the late filing of the Company's Form 10-Q for the three months ended June 30, 2001, as As of their respective dates or, if amended, as of the date of the last amendmentdates, the Parent Company SEC Documents comply complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the -------------- Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of Parent the Company included in the Parent Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-year end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent Company SEC Documents or as required by GAAPgenerally accepted accounting principles, Parent the Company has not, since January 1between December 31, 20012000 and the date hereof, made any material change in the accounting practices or policies applied in the preparation of financial statements included in the Parent SEC Documentsstatements.

Appears in 1 contract

Sources: Merger Agreement (MFN Financial Corp)

SEC Documents and Other Reports. Parent The Company has filed all ------------------------------- required documents with the Securities Exchange Commission ("SEC") between --- January 1SEC since December 31, 2001 and the date hereof 1995 (the "Parent COMPANY SEC DocumentsDOCUMENTS"). Except for -------------------- the late filing of the Company's Form 10-Q for the three months ended June 30, 2001, as As of their respective dates or, if amended, as of the date of the last amendmentdates, the Parent Company SEC Documents comply complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the -------------- Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of Parent the Company included in the Parent Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as to the extent permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent Company SEC Documents or as required by GAAPgenerally accepted accounting principles, Parent the Company has not, since January 1March 31, 20011996, made any material change in the accounting practices or policies applied in the preparation of financial statements included in the Parent SEC Documentsstatements.

Appears in 1 contract

Sources: Merger Agreement (Mecon Inc)

SEC Documents and Other Reports. Parent Except as set forth in Section 4.5 of the Company Letter, the Company has timely filed all ------------------------------- required documents (including proxy statements) with the Securities Exchange Commission ("SEC") between --- January 1SEC since July 31, 2001 and the date hereof 1997 (the "Parent Company SEC Documents"). Except for -------------------- the late filing as set forth in Section 4.5 of the Company's Form 10-Q for the three months ended June 30, 2001Company Letter, as of their respective dates or, if amended, as of the date of the last amendmentdates, the Parent Company SEC Documents comply complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ), or the -------------- Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of Parent the Company included in the Parent Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent Company SEC Documents or as required by GAAP, Parent the Company has not, since January 1July 31, 20011997, made any material change in the accounting practices or policies applied in the preparation of financial statements included in the Parent SEC Documentsstatements.

Appears in 1 contract

Sources: Merger Agreement (Lowrance Electronics Inc)

SEC Documents and Other Reports. Parent The Company has filed all ------------------------------- required documents with the Securities Exchange Commission ("SEC") between --- SEC since January 1, 2001 and the date hereof 1995 (the "Parent Company SEC ----------- Documents"). Except for -------------------- the late filing as set forth in item 4.6 of the Company's Form 10-Q for the three months ended June 30, 2001Company Letter, as of their --------- respective dates or, if amended, as of the date of the last amendmentfiling dates, the Parent Company SEC Documents comply complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act") or the -------------- Securities Exchange Act of 1934 (the "Exchange ---------- Act"), or the Exchange Act, as the case may be, andeach as in effect on the date so --- filed, ------------ and at the respective times they were filed, time filed with SEC none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated Except as set forth in item 4.6 of the Company Letter, the financial statements (including, in each case, any notes thereto) of Parent the Company included in the Parent Company SEC Documents complied comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects present the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by GAAP, Parent has not, since January 1, 2001, made any material change in the accounting practices or policies applied in the preparation of financial statements included in the Parent SEC Documents.

Appears in 1 contract

Sources: Merger Agreement (Owens Corning)

SEC Documents and Other Reports. Parent The Company has timely filed all ------------------------------- required documents with the Securities Exchange Commission SEC since December 31, 1999 ("SEC") between --- January 1including, 2001 without limitation, financial statements, exhibits and the date hereof (schedules included or incorporated by reference therein and all other documents incorporated by reference therein, the "Parent Company SEC Documents"). Except for -------------------- the late filing as set forth in Section 3.5 of the Company's Form 10-Q for the three months ended June 30, 2001Company Letter, as of their respective dates or, if amended, as of the date of the last amendmentdates, the Parent Company SEC Documents comply complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the -------------- Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as set forth in Section 3.5 of the Company Letter, the consolidated financial statements (including, in each case, any notes thereto) of Parent the Company included in the Parent Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein that, in either case, have not been and will not be material in amount). Except as disclosed in the Parent Company SEC Documents or as required by GAAPgenerally accepted accounting principles or as set forth in Section 3.5 of the Company Letter, Parent the Company has not, since January 1between December 31, 20011999 and the date hereof, made any material change change, in the accounting practices or policies applied in the preparation of any of such financial statements included in the Parent SEC Documentsstatements.

Appears in 1 contract

Sources: Merger Agreement (Interpublic Group of Companies Inc)