5Financial Statements. The Company has furnished each holder of Notes and each Purchaser of Accepted Notes with the following financial statements: (i) consolidated balance sheets of the Company and its Subsidiaries as of the last day in each of the last three Fiscal Years completed prior to the date as of which this representation is made or repeated (other than Fiscal Years completed within 90 days prior to such date for which audited financial statements have not been released), and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for each such year, all certified by independent certified public accountants of recognized international standing; and (ii) unaudited consolidated balance sheets of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of the most recent Fiscal Year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the periods from the beginning of the Fiscal Years in which such quarterly periods are included to the end of such quarterly periods and the comparable quarterly period in the immediately preceding Fiscal Year. Such financial statements (including any related schedules and/or notes) have been prepared in accordance with GAAP (subject, as to interim statements, to changes resulting from year-end adjustments) consistently applied throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, retained earnings and cash flows fairly present the consolidated financial results of their operations for the periods indicated. The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in writing to the Purchasers. No event has occurred since the end of the most recent Fiscal Year for which such audited financial statements have been furnished which has had or could reasonably be expected to have a Material Adverse Effect.
5Financial Statements. (a)Each of the audited West Suburban Financial Statements (including, in each case, any related notes) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements), fairly presented in accordance with GAAP the consolidated financial position of West Suburban and its Subsidiaries as of the respective dates and the consolidated results of operations and cash flows for the periods indicated. The unaudited West Suburban Financial Statements were or are subject to normal and recurring year-end adjustments and, except to the extent that any such financial statement has been amended, such financial statements do not contain 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 financial statement not misleading. The financial reports and statements of West Suburban and West Suburban Bank filed with any Regulatory Authority since or for any period ending December 31, 2019 or later (giving effect to any amendment filed prior to the date hereof) were prepared in accordance with the Laws applicable to such financial reports and statements.
5Financial Statements. (a)Each of the Buyer Financial Statements (including, in each case, any related notes) that are contained in the Exchange Act Documents required to be filed by Buyer since January 1, 2018 (the “Buyer Exchange Act Reports”), including any Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the Exchange Act was, or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the Exchange Act), fairly presented in accordance with GAAP the consolidated financial position of Buyer and its Subsidiaries as of the respective dates and the consolidated results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect, and were certified to the extent required by the Xxxxxxxx-Xxxxx Act.
5Financial Statements. (a)The unaudited balance sheets and profit & loss statements of Sellers provided to Buyer during Buyer's due diligence investigation of Sellers ("Sellers' Financial Statements") present fairly in all material respects the financial position and results of operations and cash flows of Sellers as of the dates and for the periods covered by Sellers' Financial Statements, and are in agreement with the books and records of Sellers in all material respects.
5Financial Statements. (a) The audited balance sheet of the Company and its Consolidated Subsidiaries as at December 31, 2014, and the related statements of income and cash flows of the Company and its Consolidated Subsidiaries for the fiscal year then ended, as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (copies of which have been furnished to each Bank), fairly present the financial condition of the Company and its Consolidated Subsidiaries as at such date and the results of operations of the Company and its Consolidated Subsidiaries for the fiscal year ended on such date, all in accordance with GAAP.
5Financial Statements. (a)True and correct copies of the Financial Statements of the Company and the Subsidiaries have been delivered to Purchaser and are attached as Schedule 2.5(a).
5Financial Statements. [The Investor has been furnished with the unaudited balance sheet of the Company as of November 30, 2000 (the “Balance Sheet Date”) and the related unaudited consolidated statements of income for the 9-month period ended September 30, 2000 (the "Financial Statements").] The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (“GAAP”) throughout the period covered thereby (except for the absence of footnotes). Such balance sheet presents fairly the financial position of the Company as of the Balance Sheet Date, and reflects all material liabilities, contingent or other at the Balance Sheet Date, required by GAAP to be reflected therein, and such statements of income present fairly the results of operations of the Company for the period presented (subject to normal year-end adjustments). Except as set forth in the Financial Statements or Schedule 2.5, the Company has no liabilities of a nature that would be required by GAAP to be reflected on a balance sheet, except liabilities incurred in the ordinary course of business since the Balance Sheet Date
5Financial Statements. Unless compliance is waived in writing by Xxxxxx or until all of the Obligations have been paid in full, Guarantors will promptly submit to Lender such information relating to Guarantors’ affairs (including but not limited to annual financial statements and tax returns for Guarantors) or any security for this Guaranty as Lender may reasonably request.
5Financial Statements. (a)Sellers have delivered to Buyer (i) the reviewed balance sheets of each Seller as of January 31, 2020, 2021 and 2022, respectively, and the related reviewed statements of income, owner's equity and cash flows for each of the three respective fiscal years then ended, and the notes thereto, together with the report of such Seller's independent certified public accountants thereon, and (ii) the unaudited balance sheet of each Seller as of October 31, 2022, and the related internal statements of income, owner's equity and cash flows for the nine months then ended.
5Financial Statements. The Seller Parties have prior to the execution of this Agreement delivered to the Purchaser a true and complete copy of the following:
