Buyer Financial Statements. The supplemental consolidated and parent company only balance sheets of Buyer and its Subsidiaries as of December 31, 1995, 1994 and 1993 and related supplemental consolidated and parent company only statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 1995, together with the notes thereto, au- dited by KPMG Peat Marwick ("Buyer Auditors") and included in Buyer's current report on Form 8-K dated May 31, 1995 as filed with the SEC, and the unaudited consolidated balance sheets of Buyer and its Subsidiaries as of March 31, June 30, and Septem- ber 30, 1996 and the related unaudited consolidated statements of income and cash flows for the periods then ended included in quarterly reports on Form 10-Q (including amendments thereto) as filed with the SEC (collectively, the "Buyer Financial Statements"), have been prepared in accordance with GAAP, present fairly the consolidated financial position of Buyer and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows of Buyer and its Subsidiaries for the periods stated therein and are derived from the books and records of Buyer and its Subsid- iaries, which are complete and accurate in all material re- spects and have been maintained in all material respects in accordance with applicable laws and regulations. Neither Buyer nor any of its Subsidiaries has any material contingent li- abilities that are not reflected in the Buyer Reports (defined below) or disclosed in the financial statements described above.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Mercantile Bancorporation Inc), Agreement and Plan of Reorganization (Roosevelt Financial Group Inc)
Buyer Financial Statements. The supplemental consolidated and parent company only balance sheets of -------------------------- Buyer and its Subsidiaries as of December 31, 19951996, 1995 and 1994 and 1993 and related supplemental consolidated and parent company only statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 19951996, together with the notes thereto, au- dited audited by KPMG Peat Marwick Deloitte & Touche LLP ("Buyer Auditors") and included in Buyer's current an annual report on Form 8-K dated May 31, 1995 as filed with the SEC, and the unaudited consolidated balance sheets of Buyer and its Subsidiaries as of March 31, June 30, and Septem- ber 30, 1996 and the related unaudited consolidated statements of income and cash flows for the periods then ended included in quarterly reports on Form 10-Q (including amendments thereto) K as filed with the SEC (collectively, the "Buyer Financial Statements"), except as set forth on Schedule 3.05 have been prepared in accordance with GAAP, present fairly the consolidated financial position of Buyer and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows of Buyer and its Subsidiaries for the periods stated therein and are derived from the books and records of Buyer and its Subsid- iariesSubsidiaries, which are complete and accurate in all material re- spects respects and have been maintained in all material respects in accordance with applicable laws and regulations. Neither Except as set forth on Schedule 3.05 neither Buyer nor any of its Subsidiaries has any material contingent li- li abilities that are not reflected in the Buyer Reports (defined below) or disclosed in the financial statements described above.
Appears in 2 contracts
Samples: Merger Agreement (America First Financial Fund 1987-a Limited Partnership), Merger Agreement (Bay View Capital Corp)
Buyer Financial Statements. The supplemental consolidated supplementalconsolidated and parent company only balance sheets of Buyer and its Subsidiaries as of December 31, 19951997, 1994 1996 and 1993 1995 and related supplemental consolidated and parent company only statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 19951997, together with the notes thereto, au- dited audited by KPMG Peat Marwick Xxxxxx Xxxxxxxx LLP ("Buyer Auditors") and included in Buyer's current report on Form 8-K dated May 31, 1995 as filed with the SEC, and the unaudited consolidated balance sheets of Buyer and its Subsidiaries as of March 31, June 30, and Septem- ber 30, 1996 and the related unaudited consolidated statements of income and cash flows for the periods then ended included in quarterly reports on Form 10-Q (including amendments thereto) as filed with the SEC (collectively, the "Buyer Financial Statements"), have been prepared in accordance with GAAP, present fairly the consolidated financial position of Buyer and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows of Buyer and its Subsidiaries for the periods stated therein and are derived from the books and records of Buyer and its Subsid- iariesSubsidiaries, which are complete and accurate in all material re- spects respects and have been maintained in all material respects in accordance with applicable laws and regulations. Neither Buyer nor any of its Subsidiaries has any material contingent li- abilities liabilities that are not reflected in the Buyer Reports (defined below) or disclosed described in the financial statements described above.
Appears in 1 contract
Buyer Financial Statements. The supplemental consolidated and parent company only -------------------------- balance sheets of Buyer and its Subsidiaries as of December 31, 1995, 1994 1995 and 1993 1996 and related supplemental consolidated and parent company only statements of income, changes in shareholders' equity and cash flows and changes in stockholders' equity for each of the three two years in the three-year period ended December 31, 19951996, together with the notes thereto, au- dited audited by KPMG Peat Marwick ("Buyer Auditors") and included in Buyer's current report on Form 8-K dated May 31BDO Sexxxxx, 1995 as filed with the SECLLP, and the unaudited consolidated balance sheets of Buyer and its Subsidiaries as of March 31, June 30, and Septem- ber 30, 1996 and the related unaudited consolidated statements of income and cash flows for the periods then ended included in quarterly reports on Form 10-Q (including amendments thereto) as filed with the SEC on Form 10-K (collectively, the "Buyer Financial Statements"), have been prepared in accordance with GAAPgenerally accepted accounting principles, present fairly the consolidated financial position of Buyer and its Subsidiaries at the dates thereof and the consolidated results of operations, changes in stockholdersshareholders' equity and cash flows of Buyer and its Subsidiaries for the periods stated therein and are derived from the books and records of Buyer and its Subsid- iariesSubsidiaries, which are complete and accurate in all material re- spects respects and have been maintained in all material respects in accordance with applicable laws good business practices, and regulationsas of each of their respective dates, the Buyer Financial Statements were materially true and correct and not misleading and did not omit any material fact necessary to make the contents thereof not misleading. Neither Buyer nor any of its Subsidiaries has any material contingent li- abilities liabilities that are not reflected described in the Buyer Reports (defined below) or disclosed in the financial statements described aboveFinancial Statements.
Appears in 1 contract
Buyer Financial Statements. The supplemental consolidated and parent company only balance sheets of Buyer and its Subsidiaries as of December 31, 19951996, 1995 and 1994 and 1993 and related supplemental consolidated and parent company only statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 19951996, together with the notes thereto, au- dited audited by KPMG Peat Marwick Xxxxxx Xxxxxxxx LLP ("Buyer Auditors") and included in Buyer's current report on Form 8-K dated May 31, 1995 as filed with the SEC), and the unaudited consolidated balance sheets of Buyer and its Subsidiaries as of March 31, 31 and June 30, and Septem- ber 30, 1996 1997 and the related unaudited consolidated statements of income and cash flows for the periods then ended included in quarterly reports on Form 10-Q (including amendments thereto) as filed with the SEC (collectively, the "Buyer Financial Statements"), have been prepared in accordance with GAAP, present fairly the consolidated financial position of Buyer and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows of Buyer and its Subsidiaries for the periods stated therein and are derived from the books and records of Buyer and its Subsid- iariesSubsidiaries, which are complete and accurate in all material re- spects respects and have been maintained in all material respects in accordance with applicable laws and regulations. Neither Buyer nor any of its Subsidiaries has any material contingent li- abilities liabilities that are not reflected in the Buyer Reports (defined below) or disclosed described in the financial statements described above.
Appears in 1 contract
Buyer Financial Statements. The supplemental consolidated and parent company only balance sheets of Buyer and its Subsidiaries as of December 31, 19951994, 1994 1993 and 1993 1992 and related supplemental consolidated and parent company only statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 19951994, together with the notes thereto, au- dited audited by KPMG Peat Marwick ("Buyer Auditors") and included in Buyer's current report on Form 8-K dated May 31, 1995 as filed with the SEC, and the unaudited consolidated balance sheets of Buyer and its Subsidiaries as of March 31, 31 and June 30, and Septem- ber 30, 1996 1995 and the related unaudited consolidated statements of income and cash flows for the periods then ended included in quarterly reports on Form 10-Q (including amendments thereto) as filed with the SEC (collectively, the "Buyer Financial Statements"), have been prepared in accordance with GAAP, present fairly the consolidated financial position of Buyer and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows of Buyer and its Subsidiaries for the periods stated therein and are derived from the books and records of Buyer and its Subsid- iariesSubsidiaries, which are complete and accurate in all material re- spects respects and have been maintained in all material respects in accordance with applicable laws and regulations. Neither Buyer nor any of its Subsidiaries has any material contingent li- abilities liabilities that are not reflected in the Buyer Reports (defined below) or disclosed described in the financial statements described above.
Appears in 1 contract
Samples: Reorganization Agreement (Mercantile Bancorporation Inc)