Company Reports and Financial Statements. (i) Since January 1, 1994, the Company has filed all forms, reports and documents with the Commission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company with the Commission since January 1, 1994, (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As of their respective dates, the Commission Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, and the consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, included in the Commission Filings, were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended.
Company Reports and Financial Statements. (a) The Company has previously made available to Spinco complete and correct copies of:
Company Reports and Financial Statements. Each of the consolidated balance sheets as of the end of the fiscal year ended July 31, 1999 and the consolidated statements of operations, consolidated statements of stockholders' equity and consolidated statements of cash flow for the fiscal year ended July 31, 1999 previously delivered to EMKT, were prepared in accordance with generally accepted accounting principles (as in effect in the United States from time to time) applied on a consistent basis ("GAAP"), except as may be indicated therein or in the notes or schedules thereto, and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended.
Company Reports and Financial Statements. (a) The Company has timely filed all Company Reports required to be filed with the SEC on or prior to the date hereof and will timely file all Company Reports required to be filed with the SEC after the date hereof and prior to the Effective Time. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Each Company Report filed since December 31, 2003, has complied, or will comply as the case may be, in all material respects with the applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, or the Exchange Act, and the rules and regulations promulgated thereunder, as applicable, each as in effect on the date so filed. None of the Company Reports (including any financial statements or schedules included or incorporated by reference therein) filed since December 31, 2003, contained or will contain, as the case may be, when filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omitted or omits or will omit, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading.
Company Reports and Financial Statements. (a) Since January 1, 2004, the Company has filed all forms, reports, schedules, statements and other documents with the Commission relating to periods commencing on or after such date required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder (such forms, reports, schedules, statements and other documents, in each case, as amended, being hereinafter referred to as the “Commission Filings”), and, as of their respective dates, the Commission Filings complied as to form in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder.
Company Reports and Financial Statements. (a) The Company has timely filed or furnished, as applicable, the Company Reports with the SEC or the Frankfurt Stock Exchange, as applicable. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Company Reports complied in all material respects with requirements under applicable Law as in effect at such time regarding the accuracy and completeness of the disclosures contained therein.
Company Reports and Financial Statements. (a) Since December 31, 1999, the Company and, to the extent applicable, its Subsidiaries, have filed all forms, reports and documents (including exhibits and all other information incorporated therein) with the SEC required to be filed by it pursuant to the federal securities Laws and the SEC rules and regulations thereunder, and all forms, reports, schedules, registration statements and other documents filed with the SEC by the Company and, to the extent applicable, its Subsidiaries have complied in all material respects with all applicable requirements of the federal securities Laws, including the SEC rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true, complete and correct copies of all Company SEC Reports filed by the Company and its Subsidiaries with the SEC between December 31, 1999 and the date of this Agreement. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Section 6.5(a) of the Company Disclosure Schedule contains a true, complete and correct copy of all correspondence since December 31, 1999 to date between the Company and the SEC, other than routine transmittal letters.
Company Reports and Financial Statements. .. 23 Section 5.6
Company Reports and Financial Statements. (a) Since December 31, 2001, the Company (including any predecessor entity) has filed all forms, reports, schedules, statements, registration statements and other documents with the Commission relating to periods commencing on or after such date required to be filed by it pursuant to the federal securities Laws and the Commission rules and regulations thereunder (such forms, reports, schedules,
Company Reports and Financial Statements. The Company has delivered to the Purchaser true and complete copies of all reports, registration statements (other than registration statements on Form S-8), proxy statements and other definitive filings filed by the Company with the Securities and Exchange Commission since January 1, 1993 (such reports, registration statements, proxy statements and other definitive filings, as amended, are sometimes collectively referred to as the "SEC Filings"). The SEC Filings comply in all material respects with the Securities Act of 1933, as amended (the "Securities Act") and the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and did not as of the dates thereof contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. The audited financial statements included in the SEC Filings were prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly present the financial position of the Company as at the dates thereof and the results of operations and cash flow for the periods then ended.
