Common use of Purchaser Documents Clause in Contracts

Purchaser Documents. (a) As of their respective filing dates, (i) all reports filed by Purchaser and which must be filed by Purchaser in the future with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act (the "PURCHASER SEC DOCUMENTS") complied and, with respect to future filings, will comply in all material respects with the requirements of the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Documents, and (ii) no Purchaser SEC Documents, as of their respective dates contained any untrue statement of a material fact or omitted, and no Purchaser SEC Document filed subsequent to the date hereof will omit as of their respective dates, to state a material fact required to be stated therein or necessary to make the statements therein (in the case of registration statements of the Purchaser under the Securities Act, in light of the circumstances under which they were made) not misleading. (b) The financial statements of Purchaser included in the Purchaser SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial condition of Purchaser and its subsidiaries at the dates thereof and the consolidated results of operations and cash flows of Purchaser and its subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that were not material in amount or effect). Except for liabilities (i) reflected in Purchaser's unaudited balance sheet as of December 31, 2005 or described in any notes thereto (or for which neither accrual nor footnote disclosure is required pursuant to GAAP), or (ii) incurred in the ordinary course of business since December 31, 2005 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither Purchaser nor any of its subsidiaries has any material liabilities or obligations of any nature.

Appears in 1 contract

Sources: Stock Purchase Agreement (Incentra Solutions, Inc.)

Purchaser Documents. (a) As Except as disclosed on Schedule 3.4 of Purchaser Disclosure Schedules, as of their respective filing dates, (i) all reports filed by Purchaser and which must be filed by Purchaser in the future with the Securities and Exchange Commission (the "SEC") pursuant to the Securities and Exchange Act of 1934 (the "PURCHASER “Purchaser SEC DOCUMENTS"Documents”) complied and, with respect to future filings, will comply in all material respects with the requirements of the Securities and Exchange Act of 1934 (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Documents, and (ii) no Purchaser SEC Documents, as of their respective dates contained any untrue statement of a material fact or omitted, and no Purchaser SEC Document filed subsequent to the date hereof will omit as of their respective dates, to state a material fact required to be stated therein or necessary to make the statements therein (in the case of registration statements of the Purchaser under the Securities Act, in light of the circumstances under which they were made) not misleading. Except as disclosed on Schedule 3.4 of Purchaser Disclosure Schedule, Purchaser has filed with the SEC all documents it is required to file pursuant to the Exchange Act during the time it has been subject to the Exchange Act. (b) The financial statements of Purchaser included in the Purchaser SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial condition of Purchaser and its subsidiaries at the dates thereof and the consolidated results of operations and cash flows of Purchaser and its subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that were not material in amount or effect). Except for liabilities (i) reflected in Purchaser's unaudited ’s audited balance sheet as of December 31, 2005 2006 or described in any notes thereto (or for which neither accrual nor footnote disclosure is required pursuant to GAAP), or (ii) incurred in the ordinary course of business since December 31, 2005 2006 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither Purchaser nor any of its subsidiaries has any material liabilities or obligations of any nature.

Appears in 1 contract

Sources: Stock Purchase Agreement (Incentra Solutions, Inc.)

Purchaser Documents. (a) As of their respective filing dates, (i) all reports filed by Purchaser and which must be filed by Purchaser in the future with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act (the "PURCHASER SEC DOCUMENTS") complied and, with respect to future filings, will comply in all material respects with the requirements of the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Documents, and (ii) no Purchaser SEC Documents, as of their respective dates contained any untrue statement of a material fact or omitted, and no Purchaser SEC Document filed subsequent to the date hereof will omit as of their respective dates, to state a material fact required to be stated therein or necessary to make the statements therein (in the case of registration statements of the Purchaser under the Securities Act, in light of the circumstances under which they were made) not misleading. (b) The financial statements of Purchaser included in the Purchaser SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial condition of Purchaser and its subsidiaries at the dates thereof and the consolidated results of operations and cash flows of Purchaser and its subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that were not material in amount or effect). Except for liabilities (i) reflected in Purchaser's unaudited balance sheet as of December 31, 2005 2004 or described in any notes thereto (or for which neither accrual nor footnote disclosure is required pursuant to GAAP), or (ii) incurred in the ordinary course of business since December 31, 2005 2004 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither Purchaser nor any of its subsidiaries has any material liabilities or obligations of any nature.

Appears in 1 contract

Sources: Stock Purchase Agreement (Incentra Solutions, Inc.)