5Financial Statements Clause Samples
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.
(b) West Suburban’s independent registered public accountants, which have expressed their opinion with respect to the audited West Suburban Financial Statements and its Subsidiaries (including the related notes), have audited West Suburban’s year-end financial statements that are included in the West Suburban Financial Statements.
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.
(b) The unaudited balance sheet of the Company and its Consolidated Subsidiaries as at March 31, 2015, and the related statements of income and cash flows of the Company and its Consolidated Subsidiaries for the three-month period then ended, as set forth in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (copies of which have been furnished to each Bank), fairly present (subject to year-end audit adjustments) 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 three-month period ended on such date, all in accordance with GAAP.
(c) Since December 31, 2014, there has been no Material Adverse Change.
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.
(b) Sellers have no known bona fide liabilities which have not been reflected in Sellers' Financial Statements. Except as set forth in Sellers' Financial Statements, there are no facts known to Sellers, B▇▇▇▇▇ or D▇▇▇▇▇▇▇ which are reasonably likely to give rise to any bona fide material claims against or liabilities or obligations of Sellers.
5Financial Statements. (a) The pro forma balance sheet of Loan Parties on a Consolidated Basis (the “Pro Forma Balance Sheet”) furnished to Agent on the Closing Date reflects the consummation of the Equity Contribution, the making of the Closing Date Payments, the payment of the Transaction Costs, the effectuation of the Refinancing, the transactions contemplated to occur on the Closing Date under the Closing Date Merger Agreement, the transactions contemplated to occur on the Closing Date under the Term Loan Agreement and the transactions contemplated to occur on the Closing Date under this Agreement (collectively, the “Transactions”) and is accurate, complete and correct and fairly reflects the financial condition of Loan Parties on a Consolidated Basis as of the Closing Date after giving effect to the Transactions. The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by the President and Chief Financial Officer of Borrowing Agent.
(b) The twelve-month cash flow projections and projected balance sheets as of the Closing Date of Loan Parties on a Consolidated Basis (and income statements), copies of which we previously provided to Agent by Loan Parties (the “Projections”) were prepared by the Chief Financial Officer of Borrowing Agent, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Loan Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Balance Sheet are referred to as the “Pro Forma Financial Statements”.
5Financial Statements. (a) Attached to this Agreement as Schedule 7.5(a) are the following (collectively, the “Financial Statements”): (i) the audited consolidated balance sheet of the Company and the related consolidated statements of income and cash flows for the fiscal year ended May 31, 2024 (the “Audited Financial Statements”); and (ii) the unaudited consolidated interim balance sheet of the Company dated January 31, 2025 (the “Latest Balance Sheet”) and the related unaudited consolidated interim statements of income and cash flows for the eight-month period ending on January 31, 2025 (collectively, the “Interim Statements”). Except as set forth on Schedule 7.5(a), the Financial Statements (including the notes thereto) were prepared from the books and records of the Companies (which are accurate and complete in all material respects) and in accordance with GAAP (except as may be indicated in the notes thereto, or, in the case of interim or unaudited financial statements, normal year-end adjustments and the absence of notes). The Financial Statements fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the assets, liabilities, and results of operations of the Company for the periods indicated.
(b) The Company maintains systems of internal accounting controls that are designed to provide reasonable assurance regarding the reliability of financial reporting and that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; and (iii) access to assets is permitted only in accordance with management’s general or specific authorization. There are no material weaknesses or significant deficiencies in such internal controls likely to adversely affect in a 18 QB\94371760.13 material respect the Company’s ability to record, process, summarize and report financial information. During the five-year period immediately prior to the date of this Agreement, there has not been any Fraud, whether or not material, that involves management or, to the Company’s Knowledge, other employees of the Company or any Affiliate thereof who has a significant role in any of the Company’s internal controls over financial reporting.
(c) Except as set forth in Schedule 7.5(c), all accounts receivable (including, for the avoidance of doubt,...
5Financial Statements. Unless compliance is waived in writing by ▇▇▇▇▇▇ 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. [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. (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.
(b) The financial statements referred to in Section 6.5(a) above fairly present the financial position, results of operation and cash flows of each Seller as of the relevant dates thereof and for the periods covered thereby in accordance with GAAP, subject, in the case of the unaudited financial statements, to changes resulting from normal year-end adjustments and reclassifications.
(c) Except as set forth in the January 31, 2022 reviewed balance sheets of Sellers, no Seller has any liabilities or obligations, direct or contingent, accrued or otherwise, of a nature customarily reflected in financial statements in accordance with GAAP, except those incurred after such date in the Ordinary Course of Business consistent with past practice.
5Financial Statements. (a) The unaudited balance sheets and profit & loss statements of Ablis provided to Buyer by Ablis during Buyer's due diligence investigation ("The Financial Statements") present fairly in all material respects the financial position and results of operations and cash flows of Ablis as of the dates and for the periods covered by The Financial Statements, and are in agreement with the books and records of Ablis in all material respects.
(b) Seller and Ablis have no known bona fide liabilities which have not been reflected in The Financial Statements. Except as set forth in The Financial Statements, there are no facts known to Seller, Ablis or B▇▇▇▇▇ which are reasonably likely to give rise to any bona fide material claims against or liabilities or obligations of Seller.