Financial Statements; SEC Filings. A. BOLD’s financial statements (the “Financial Statements”) contained in its periodic reports filed with the SEC have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated, except that those Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Financial Statements fairly present the financial condition and operating results of BOLD as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. BOLD has no material liabilities (contingent or otherwise). BOLD is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. BOLD maintains a standard system of accounting established and administered in accordance with U.S. GAAP.
Financial Statements; SEC Filings. 4.09(a) The Company’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company has no material liabilities (contingent or otherwise). The Company is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company maintains a standard system of accounting established and administered in accordance with U.S. GAAP.
Financial Statements; SEC Filings. (a) Included in the last Form 10-KSB filed by Parent with the SEC are the audited balance sheet of Parent as of January 31, 2006, and the related statements of operations, stockholders' equity (deficit), and cash flows for the fiscal year ended January 31, 2006, including the notes thereto, and the accompanying report of the company's independent certified public accountant.
Financial Statements; SEC Filings. (a) The Company has prepared, or caused to be prepared, and made available to Parent or its advisors the audited financial statements of the Company (including the balance sheet and the related statements of income and cash flows of the Company) as of and for the fiscal year ended January 1, 2011 (the “Audited Company Financial Statements”), and the unaudited financial statements of the Company (including the balance sheet and the related statements of income and cash flows of the Company) as and for the three- month period ended April 2, 2011 (the “Unaudited Company Financial Statements”, and together with the Audited Company Financial Statements, the “Company Financial Statements”). Except as set forth therein and in Section 4.6(a) of the Company Disclosure Schedule, the Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and with each other (except that the Unaudited Company Financial Statements may not contain all of the notes required by GAAP and are subject to year-end audit adjustments), and present fairly, in all material respects, the financial position, results of operations and the cash flows of the Company as of the respective dates and during the respective periods indicated therein. The audited balance sheet of the Company as of January 1, 2011 shall be referred to in this Agreement as the “ Current Balance Sheet” and the date thereof shall be referred to in this Agreement as the “Balance Sheet Date.”
Financial Statements; SEC Filings. (a) The Company has on a timely basis filed all forms, reports, and documents required to be filed by it with the Securities and Exchange Commission (“SEC”) since January 1, 2001. SCHEDULE 3.5 lists and (except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) two days prior to the date of this Agreement) contains true and complete copies in the form filed with the SEC of (i) the Company’s Annual Reports on Form 10-K SB for each fiscal year of the Company ending on or after December 31, 1999; (ii) its Quarterly Reports on Form 10-Q SB for each of the first three fiscal quarters in each of the fiscal years of the Company referred to in clause (i) above; (iii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents since the beginning of the first fiscal year referred to in clause (i) above; (iv) all certifications and statements required by (A) Rule 13a-14 or 15d-14 under the Exchange Act or (B) 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)) with respect to any report referred to in clause (i) or (ii) above; (v) all other forms, reports, registration statements, and other documents (other than preliminary materials if the corresponding definitive materials are contained in Schedule 3.5) filed by the Company with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements, and other documents referred to in clauses (i), (ii), (iii), (iv), and (v) above are, collectively, the “Company SEC Reports” and, to the extent available in full without redaction on the SEC’s web site through XXXXX two days prior to the date of this Agreement, are, collectively, the “Filed Company SEC Reports”); and (vi) all comment letters received by the Company from the staff of the SEC since January 1, 2001, and all responses to such comment letters by or on behalf of the Company. All matters and statements made in the certifications and statements referred to in clause (iv) above are accurate. The Company SEC Reports (x) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations thereunder and (y) did not at the time they were filed with the SEC, or will not at the time they are filed wit...
Financial Statements; SEC Filings. A. PBCW’s financial statements (the “Financial Statements”) contained in its periodic reports filed with the SEC have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated, except that those Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Financial Statements fairly present the financial condition and operating results of PBCW as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. PBCW has no material liabilities (contingent or otherwise). PBCW is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. PBCW maintains a standard system of accounting established and administered in accordance with U.S. GAAP.
Financial Statements; SEC Filings. The Principals have delivered to Purchaser true and complete copies of the following statements of the Company (Schedule 2.5):
Financial Statements; SEC Filings a. MAMM’s financial statements contained in its periodic reports filed with the Securities and Exchange Commission (the “Financial Statements”) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated and with each other, except that those of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Financial Statements fairly present the financial condition and operating results of MAMM as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Financial Statements or as disclosed in Schedule 2.10(a), MAMM has no material liabilities (contingent or otherwise). MAMM is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. MAMM maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP.
Financial Statements; SEC Filings. 4.3.1 CCGI’s financial statements (the “CCGI Financial Statements”) contained in its periodic reports filed with the SEC have been prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods indicated, except that those CCGI Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The CCGI Financial Statements fairly present the financial condition and operating results of CCGI as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. CCGI has no material liabilities (contingent or otherwise). CCGI is not a guarantor or indemnitor of any indebtedness of any other Person, entity or organization. CCGI maintains a standard system of accounting established and administered in accordance with U.S. GAAP.
Financial Statements; SEC Filings. The Seller heretofore has delivered to the Purchaser true and complete copies of the Corporation's filings made with the Securities and Exchange Commission (the "SEC") since the filing of its Registration Statement on Form 10SB 12G, as filed with the Securities and Exchange Commission on October 29, 1999 (the "Form10SB 12G"), which consists of (a) the registration statement, together with any amendments thereto on Form 10SB 12G, (b) Annual Reports on Form 10-K for the fiscal years ended (i) December 31, 2000 (the "2000 Form 10-K"), including audited consolidated balance sheet as of December 31, 2000, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "2000 Statements") and (ii) December 31, 1999, including audited consolidated balance sheet as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "1999 Statements") and (b) Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March 31, 2001 (all such filings the "SEC Filings"). As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The 2000 Statements, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position of the Corporation as of the dates and for the periods indicated.
