Comfort Certificate. Xxxxx Fargo shall have received from the Chief Executive Officer and Chief Financial Officer of Company a letter, dated as of the effective date of the Registration Statement and updated through the Closing Date, in form and substance reasonably satisfactory to Xxxxx Fargo, to the effect that:
(i) the interim quarterly consolidated financial statements of Company included or incorporated by reference in the Registration Statement are prepared in accordance with generally accepted accounting principles applied on a basis consistent with the audited consolidated financial statements of Company (except as may be indicated in the notes thereto);
(ii) the amounts reported in the interim quarterly consolidated financial statements of Company agree in all material respects with the general ledger of Company;
(iii) the annual and quarterly consolidated financial statements of Company and the Company Subsidiaries included in, or incorporated by reference in, the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations thereunder;
(iv) from the date of the most recent unaudited consolidated financial statements of Company and the Company Subsidiaries as may be included in the Registration Statement to a date 5 days prior to the effective date of the Registration Statement and to a date 5 days prior to the Closing, there are no increases in long-term debt, changes in the capital stock or decreases in stockholders' equity of Company and the Company Subsidiaries, except in each case for changes, increases or decreases which the Registration Statement discloses have occurred or may occur or which are described in such letters. For the same period, there have been no decreases in consolidated net interest income, consolidated net interest income after provision for credit losses, consolidated income before income taxes, consolidated net income and net income per share amounts of Company and the Company Subsidiaries, or in income before equity in undistributed income of subsidiaries, in each case as compared with the comparable period of the preceding year, except in each case for changes, increases or decreases which the Registration Statement discloses have occurred or may occur or which are described in such letters; and
(v) they have compared certain amounts, percentages, numbers of shares and financial information which are derived from the general accou...
Comfort Certificate. Xxxxx Fargo shall have received from the Chief Executive Officer and Chief Financial Officer of Company a letter, dated as of the effective date of the Registration Statement and updated as of the Closing Date, to the effect that:
(i) the interim quarterly consolidated financial statements of Company included or incorporated by reference in the Registration Statement are prepared in accordance with generally accepted accounting principles applied on a basis consistent with the audited consolidated financial statements of Company;
(ii) from the date of the most recent unaudited consolidated financial statements of Company and the Company Subsidiaries as may be included in the Registration Statement to a date five (5) days prior to the effective date of the Registration Statement and to a date five (5) days prior to the Closing, there are no increases in long-term debt, changes in the capital stock or decreases in shareholders’ equity of Company and the Company Subsidiaries, except in each case for changes, increases or decreases which the Registration Statement discloses have occurred or may occur or which are described in such letters;
(iii) they are responsible for establishing and maintaining internal controls;
(iv) they have designated such internal controls to ensure that material information relating to the Company and its consolidated subsidiaries is made known to them by others within those entities, particularly during the period in which the periodic reports are being prepared;
(v) they have evaluated the effectiveness of the Company’s internal controls as of a date within ninety (90) days prior to the report;
(vii) they have presented in the report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date;
Comfort Certificate. Pacific shall have received from the Chief Executive Officer and Chief Financial Officer of NorthWest a letter, dated as of the effective date of the S-4 and updated as of the Closing Date, to the effect that:
(i) the interim quarterly consolidated financial statements of NorthWest are prepared in accordance with GAAP applied on a basis consistent with the audited consolidated financial statements of NorthWest;
(ii) from the date of the most recent unaudited consolidated financial statements of NorthWest and its Subsidiaries to a date five days prior to the effective date of the S-4 and to a date five days prior to the Closing, there are no increases in long-term debt, changes in the capital stock or decreases in shareholders' equity of NorthWest and NorthWest's Subsidiaries, except in each case for changes, increases or decreases which the S-4 discloses have occurred or may occur or which are described in such letters;
(iii) they are responsible for establishing and maintaining internal controls;
(iv) they have designed such internal controls to ensure that material information relating to NorthWest and its Subsidiaries is made known to them by others within those entities;
(v) they have evaluated the effectiveness of NorthWest's internal controls as of September 30, 2003;
(vi) they have disclosed to NorthWest's auditors, to the audit committee of NorthWest's board of directors, and to Pacific:
(A) all significant deficiencies in the design or operation of internal controls that could adversely affect NorthWest's ability to record, process, summarize, and report financial data and any material weaknesses in internal controls; and
(B) to the best of their knowledge, any fraud, whether or not material, that involves management or other employees who have a significant role in NorthWest's internal controls.
Comfort Certificate. Bancorp shall have received from the Chief Executive Officer and Interim Chief Financial Officer of Mid-Valley a letter, dated as of the effective date of the S-4 and updated as of the Closing Date, to the effect that:
(i) the interim quarterly financial statements of Mid-Valley for the preceding quarter are prepared in accordance with GAAP applied on a basis consistent with the audited financial statements of Mid-Valley, except that the quarterly financial statements are subject to normal year-end adjustments and do not include all applicable footnotes;
(ii) he is responsible for establishing and maintaining internal controls;
(iii) he has designed such internal controls to ensure that material information relating to Mid-Valley is made known to him by others within Mid-Valley;
(iv) he has evaluated the effectiveness of Mid-Valley’s internal controls as of December 31, 2005;
(v) he has disclosed to Mid-Valley’s auditors, to the audit and compliance committee of Mid-Valley’s board of directors, and to Bancorp:
(A) all significant deficiencies in the design or operation of internal controls that could adversely affect Mid-Valley’s ability to record, process, summarize, and report financial data and any material weaknesses in internal controls; and
(B) to the best of his knowledge, any fraud, whether or not material, that involves management or other employees who have a significant role in Mid-Valley’s internal controls.
