From the 9/28 8k…
Also to note from the below that UMS will be preparing interim financials for the period ending 8/31 which is iTALKs YE. So it looks like they will keep that year end IMO.
4.3 Talk Closing Conditions. The obligation of Talk to close the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Talk in writing) of the following conditions:
(i) Except for those representations and warranties contained in Sections 5.1 and 5.2, the representations and warranties made by UMS and the UMS Stockholders in this Agreement shall be true and correct in all material respects (without giving effect to any limitation or qualification indicated by or referring to the words “in all material respects,” “material” or “materially”) on the Closing Date as though made on and as of the Closing Date (provided, that those representations and warranties that speak only as of a specified date were so true and correct in all material respects only as of such specified date) and (ii) the representations and warranties made by UMS in Sections 5.1 and 5.2 shall be true and correct in all respects on the Closing Date as though made on and as of the Closing Date;
(ii) UMS shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by UMS at or prior to the Closing;
(iii) UMS shall have delivered to Talk each of the deliverables referenced in Sections 3.2(a); and,
(iv) Talk shall have received the results of those certain audits with respect to the annual financial period of UMS ended December 31, 2014 and interim financial period of UMS ended August 31, 2015, ongoing through the date of this Agreement, with such audits having no material differences as compared to the Pro Forma Financial Statements, except for such differences as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Business.
What we have here...is a failure to communicate!
