Common use of Filings with the SEC Clause in Contracts

Filings with the SEC. (a) Buyer has delivered or otherwise made available to Target true and complete copies of (i) the Buyer's annual report on Form 10-K for its fiscal year ended January 31, 2008, (ii) the Buyer’s quarterly reports on Form 10-Q for its fiscal quarters ended October 31, 2008, July 31, 2008 and Axxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of the Buyer held since April 20, 2007, and (iv) all of its other reports, statements, schedules and registration statements (and all exhibits, attachments, schedules and appendixes filed with the foregoing) filed with the SEC since April 20, 2007 (the documents referred to in this Section 4.8, collectively, the "Buyer SEC Documents"). Except as disclosed in Schedule 4.8, the Buyer and Buyer’s officers and directors have timely filed all forms, reports and documents required to be filed by the Buyer pursuant to any relevant securities statutes, regulations and rules. None of the Buyer's Subsidiaries is subject to the periodic reporting requirements of the Securities Exchange Act or is otherwise required to file any forms, reports or registration statements with the SEC, any state or local securities regulatory agency.

Appears in 1 contract

Samples: Merger Agreement (Charmed Homes Inc.)

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Filings with the SEC. (a) The Buyer has delivered or otherwise made available to Target Seller true and complete copies of (i) the Buyer's annual report on Form 10-K for its fiscal year ended January December 31, 2008, (ii) the Buyer’s quarterly reports report on Form 10-Q for its fiscal quarters quarter ended October 31, 2008, July 31, 2008 and Axxxx Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of the Buyer held since April 20, 2007inception, and (iv) all of its other reports, statements, schedules and registration statements (and all exhibits, attachments, schedules and appendixes filed with the foregoing) filed with the SEC since April 20, 2007 inception (the documents referred to in this Section 4.84.6, collectively, the "Buyer SEC Documents"). Except as disclosed in Schedule 4.84.6, the Buyer and the Buyer’s officers officers, directors and directors Affiliates have timely filed all forms, reports and documents required to be filed by the Buyer pursuant to any relevant securities statutes, regulations and rules. None of the Buyer's Subsidiaries is subject to the periodic reporting requirements of the Securities Exchange Act or is otherwise required to file any forms, reports or registration statements with the SEC, any state or local securities regulatory agency.

Appears in 1 contract

Samples: Purchase and Sale Agreement and Plan of Reorganization (International Medical Staffing)

Filings with the SEC. (a) Buyer has delivered or otherwise made available to Target true and complete copies of (i) the Buyer's annual report reports on Form 10-K KSB for its fiscal year years ended January 31September 30, 20082004, 2003 and 2002, (ii) the Buyer’s quarterly reports on Form Buyer 10-Q QSBs for its fiscal quarters ended October December 31, 2008, July 31, 2008 2004 and Axxxx Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of the Buyer held since April 20September 30, 20072004, and (iv) all of its other reports, statements, schedules and registration statements (and all exhibits, attachments, schedules and appendixes filed with the foregoing) filed with the SEC since April 20September 30, 2007 2004 (the documents referred to in this Section 4.84.C.1(a), collectively, the "Buyer SEC Documents"). Except as disclosed in Schedule 4.8, the The Buyer and Buyer’s officers and directors have has timely filed all forms, reports and documents required to be filed by the Buyer pursuant to any relevant securities statutes, regulations and rules. None of the Buyer's Subsidiaries is subject to the periodic reporting requirements of the Securities Exchange Act or is otherwise required to file any forms, reports or registration statements with the SEC, any state or local securities regulatory agency.

Appears in 1 contract

Samples: Merger Agreement (Century Park Pictures Corp)

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Filings with the SEC. (a) Buyer has delivered or otherwise made available to Target true and complete copies of (i) the Buyer's annual report reports on Form 10-K KSB for its fiscal year years ended January 31September 30, 20082004, 2003 and 2002, (ii) the Buyer’s quarterly reports on Form Buyer 10-Q QSBs for its fiscal quarters ended October December 31, 2008, July 2004 and March 31, 2008 and Axxxx 00, 00002005, (xxxiii) its proxy or information statements relating to meetings ofrelatinx xx xxxxxxxx xx, or xx actions taken without a meeting by, the shareholders of the Buyer held since April 20September 30, 20072004, and (iv) all of its other reports, statements, schedules and registration statements (and all exhibits, attachments, schedules and appendixes filed with the foregoing) filed with the SEC since April 20September 30, 2007 2004 (the documents referred to in this Section 4.8SECTION 4.C.1(A), collectively, the "Buyer BUYER SEC DocumentsDOCUMENTS"). Except as disclosed in Schedule 4.8, the The Buyer and Buyer’s officers and directors have has timely filed all forms, reports and documents required to be filed by the Buyer pursuant to any relevant securities statutes, regulations and rules. None of the Buyer's Subsidiaries is subject to the periodic reporting requirements of the Securities Exchange Act or is otherwise required to file any forms, reports or registration statements with the SEC, any state or local securities regulatory agency.

Appears in 1 contract

Samples: Merger Agreement (Century Park Pictures Corp)

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