Common use of Future Filings Clause in Contracts

Future Filings. Seller will deliver to Buyer as soon as they become available true and complete copies of any report or statement mailed by it to its stockholders generally or filed by it with the SEC subsequent to the date of this Agreement and prior to the Effective Time. As of their respective dates, such reports and statements (excluding any information therein provided by Buyer, as to which Seller makes no representation) 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 therein, in light of the circumstances under which they are made, not misleading and will comply as to form in all material respects with all applicable requirements of law. The consolidated financial statements of Seller to be included in such reports and statements (excluding any information therein provided by Buyer, as to which Seller makes no representation) will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except (i) as otherwise indicated in such financial statements and the notes thereto or (ii) in the case of unaudited interim statements, to the extent permitted under Form 10-QSB under the Exchange Act) and will present fairly the consolidated financial position, results of operations and cash flows of Seller as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments). Buyer shall deliver to Seller as soon as they become available, true and complete copies of any report or statement mailed by it to Seller's stockholders generally or filed by it with the SEC subsequent to the date of this Agreement and prior to the Effective Time.

Appears in 2 contracts

Sources: Merger Agreement (Applied Opsec Corp), Merger Agreement (Optical Security Group Inc)

Future Filings. Seller The Company will deliver to Buyer Parent as soon as they become available true and complete copies of any report or statement mailed by it to its stockholders generally or filed by it with the SEC subsequent to the date of this Agreement and prior to the Effective Time. As of their respective dates, such reports and statements (excluding any information therein provided by BuyerParent or Purchaser, as to which Seller the Company makes no representation) 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 therein, in light of the circumstances under which they are made, not misleading and will comply as to form in all material respects with all applicable requirements of law. The consolidated financial statements of Seller the Company to be included in such reports and statements (excluding any information therein provided by BuyerParent or Purchaser, as to which Seller the Company makes no representation) will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except (i) as otherwise indicated in such financial statements and the notes thereto or (ii) in the case of unaudited interim statements, to the extent permitted under Form 10-QSB Q under the Exchange Act) and will present fairly the consolidated financial position, results of operations and cash flows of Seller the Company as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments). Buyer Parent shall deliver to Seller the Company as soon as they become available, true and complete copies of any report or statement mailed by it to Sellerthe Company's stockholders generally or filed by it with the SEC subsequent to the date of this Agreement and prior to the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Uroquest Medical Corp)