Common use of Conceptx xxx Xpprovals Clause in Contracts

Conceptx xxx Xpprovals. Compliance with Laws Neither AGC nor the SELLERS are required to make any filing with, or obtain the consent or approval of, any person or entity as a condition to the consummation of the transactions contemplated by this Agreement. The business of AGC has been operated in material compliance with all laws, rules, and regulations applicable to its business, including, without limitation, those related to securities matters, trade matters, environmental matters, public health and safety, and labor and employment. (n) Access to Books and Records TALLMAN will have full xxx xree access to AGC's books during the course of this transaction prior to Closing, during regular business hours, on reasonable notice. (o) AGC Financial Statements Before the Closing, AGC's audited financial statements as of and for the period from inception to September 30, 1998, will be provided to TALLMAN and will be axxxxxx hereto as Exhibit "G"; the AGC financial statements will accurately describe AGC's financial position as of the dates thereof. The AGC financial statements will have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (or as permitted by regulation S-X, S-B, and/or the rules promulgated under the 33 Act and the 34 Act) and for the period from inception to September 30, 1998 audited by independent certified public accountants with SEC experience. (p) AGC's Corporate Summary AGC's Business Plan, dated August 1998 (attached hereto as Exhibit "L") accurately describes AGC's business assets, proposed operations and management as of the date thereof; since the date of the Corporate Plan, there has been no material adverse change in the Business Plan and no material adverse change in AGC; provided that no warranties or representations are made as to any financial projections. 4. Warranties, representations and Covenants of TALLMAN AND MANAGEMENT XX XXXXMAN ("MANAGEMENT") Xx xxxxr to induce the SELLERS and AGC to enter into this Agreement and to complete the transaction contemplated hereby, TALLMAN AND MANAGEMENT xxxxxxx and severally warrant, represent and covenant to AGC and SELLERS that :