Common use of Parent Reports; Financial Statements Clause in Contracts

Parent Reports; Financial Statements. (i) Parent has filed or furnished, as applicable, on a timely basis, all Parent Reports furnished by it with the SEC pursuant to the Exchange Act or the Securities Act. Each of the Parent Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement 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 made therein, in light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (KAYAK Software Corp), Agreement and Plan of Merger (Priceline Com Inc)

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Parent Reports; Financial Statements. (i) The filings required to be made by Parent has filed or furnishedsince December 31, as applicable, on a timely basis, all Parent Reports furnished by it with 2009 under the SEC pursuant to Securities Act and the Exchange Act have been filed with or furnished to the Securities Act. Each SEC, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of the Parent Reportstheir respective dates, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the all applicable requirements of the Securities Act, the Exchange Act appropriate statutes and the Xxxxxxxx-Xxxxx Act. As rules and regulations thereunder (collectively, including any amendments of their respective dates (or, if amended prior to the date of this Agreement, as of the date of any such amendment), the Parent Reports did not, and any Parent Reports reports filed with or furnished to the SEC subsequent by Parent prior to the date hereof, the “Parent Reports”). None of this Agreement will notthe Parent Reports, contain as of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, therein not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wright Medical Group Inc), Agreement and Plan of Merger (Biomimetic Therapeutics, Inc.)

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