Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 31, 2002 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and none of the Company SEC Documents when filed (unless amended or superseded in a Company SEC Document, then on the date of such later filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in a Company SEC Document has been revised or superseded in a subsequently filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Horizon Organic Holding Corp), Agreement and Plan of Merger (Dean Foods Co/)

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SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 31June 18, 2002 the (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and none of the Company SEC Documents when filed (unless amended or superseded in a Company Filed SEC Document, then on the date of such later filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in a Company SEC Document has been revised or superseded in a subsequently filed Company Filed SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Electronics for Imaging Inc), Agreement and Plan of Merger (Printcafe Software Inc)

SEC Documents; Undisclosed Liabilities. (a) The Company has filed filed, or furnished, as applicable, on a timely basis, all required reports, schedules, formsprospectuses, registration statements, proxy and information statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished, as applicable, by it under the Exchange Act or the Securities Act with the SEC since December 31January 1, 2002 2001 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 1933 2002 and the related rules and regulations promulgated thereunder (the "Securities Xxxxxxxx-Xxxxx Act") or the Exchange Act), as the case may be, and none of the Company SEC Documents when filed (unless amended or superseded in a Company SEC Document, then on the date of such later filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in a Company SEC Document has been revised or superseded in a subsequently filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hancock John Financial Services Inc)

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC Securities Exchange Commission (the "SEC") since December 31, 2002 1995 (the "Company SEC Documents"; such term, when used with respect to such documents filed prior to the date of this Agreement, shall mean such documents as amended prior to the date of this Agreement). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Company SEC Documents contained, when filed (unless amended or superseded in a Company SEC Documentfiled, then on the date of such later filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in such statements have been modified or superseded by a Company later Filed SEC Document has been revised or superseded in a subsequently filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.(as defined in

Appears in 1 contract

Samples: Agreement and Plan of Merger (KKR Associates)

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SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 31January 1, 2002 2000 (the "Company Filed SEC Documents"). As of their respective filing dates, the Company Filed SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") or the Exchange Act, as the case may be, and none of the Company Filed SEC Documents when filed (unless amended or superseded in a Company SEC Document, then on the date of such later filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in a Company Filed SEC Document has been revised or superseded in a subsequently filed Company Filed SEC Document, none of the Company Filed SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Sanchez Computer Associates Inc)

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 31September 30, 2002 2001 (collectively, and in each case including all exhibits, schedules, and amendments thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Company SEC Documents when filed (unless amended or superseded in a Company SEC Document, then on the date including any and all financial statements included therein) as of such later filing) dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The Company has previously delivered (except to the extent that such filings are publicly available on the XXXXX system) to Parent each registration statement, report, proxy statement or information contained statement (other than preliminary materials) filed by Company with the SEC since September 30, 2001, each in a Company the form (including exhibits and any amendments thereto) filed with the SEC Document has been revised or superseded in a subsequently filed Company SEC Document, none of prior to the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingdate hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Benthos Inc)

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