Apple 1997 Annual Report Download - page 170

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. The financial statements of the Company included in the SEC Documents comply as to form 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 U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements as permitted by Form
10Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicted in the notes thereto) and fairly present the
consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their
operation and cashflows (or changes in financial position prior to the approval of Financial Accounting Standards Boards Statement of
Financial Accounting Standards No. 95) for the periodthen ending in accordance with GAAP (subject, in the case of the unaudited statements,
to normal year end audit adjustments). Except as set forth in the filed SEC Documents, neither the Company nor any of its subsidiaries has any
liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated
balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and which could reasonably be expected to have a
material adverse effect on the Company and its subsidiaries taken as a whole.
3.5 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as disclosed in the SEC Documents since the date of the most recent audited
financial statements included in the SEC Documents, there has not been (i) any declaration, setting aside or payment of any dividend or
distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (ii) any split, combination or
reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or
in substitution for shares of its capital stock, (iii) any damage, destruction or loss of property, whether or not covered by insurance, that has or
could reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole, or (iv) any change in
accounting methods, principles or practices by the Company materially affecting its assets, liabilities, or business, except insofar as may have
been required by a change in GAAP.
3.6 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization of or designation, declaration or filing with any
governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the
offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except such filings as may be required
to be made with the SEC and the National Association of Securities Dealers, Inc.
3.7 LITIGATION. Except as is disclosed in the SEC Documents, there is no suit, action or proceeding pending or affecting the Company or
any of its subsidiaries that, individually or in the aggregate, could (i) have a material adverse effect on the Company and its subsidiaries taken
as a whole, (ii) impair the ability of the Company to perform its obligations under this Agreement, the Registration Rights Agreement, the
Patent Cross License and the Technology Agreement, or (iii) prevent the consummation of any of the transactions contemplated by said
Agreements, nor is there any judgment, decree, injunction, rule or order of any governmental entity or arbitrator
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