Financial Reports; Material Adverse Effect Sample Clauses

Financial Reports; Material Adverse Effect. (i) Xxxxx has delivered to Sky (A) the audited financial statements of Xxxxx for each of the fiscal years ended December 31, 2004 and 2005, consisting of consolidated balance sheets and the related consolidated statements of income and retained earnings and cash flows for the fiscal years ended on such dates, including accompanying notes and the related reports thereon of Dixon, Davis, Xxxxxx & Company and (B) the unaudited statement of financial condition of Xxxxx as of June 30, 2006, and the related consolidated statements of income and retained earnings and cash flows for the six months then ended (collectively, the “Xxxxx Financial Statements”). The Xxxxx Financial Statements fairly present in all material respects the consolidated financial position of Xxxxx and its Subsidiaries as of the dates thereof and for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.
Sample 1
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Financial Reports; Material Adverse Effect. (i) RBB Bancorp has previously delivered to TFC and the Bank true and complete copies of RBB Bancorp’s financial statements. The balance sheet of RBB Bancorp as of December 31, 2013 and 2014, and the related statements of operations, cash flow and changes in shareholders’ equity of RBB Bancorp for the two (2) years then ended, audited by Vavrinek, Trine, Day and Co., and the unaudited balance sheet of RBB Bancorp as of September 30, 2015, and the related unaudited statement of income of RBB Bancorp for the period then ended, did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and such balance sheet and each balance sheet included therein (including the related notes and schedules thereto) fairly presents the financial position of RBB Bancorp as of its date, and each of the statements of earnings and changes in shareholders’ equity and cash flows or equivalent statements in such financial statements and the other financial statements included therein (including any related notes and schedules thereto) fairly present the financial position, results of operations and cash flows, as the case may be, of RBB Bancorp for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal period-end adjustments in the case of unaudited statements that will not be material in amount or effect. The books and records of RBB Bancorp have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements.
Sample 1
Financial Reports; Material Adverse Effect. (i) The balance sheet of the Company as of December 31, 2004 and the related statements of income, cash flows and changes in shareholders’ equity position for the three years then ended, audited by Vavrinek, Trine, Day & Company, LLP, and all other reports, registration statements, proxy statements or information statements filed or to be filed by it subsequent to December 31, 2004, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and such balance sheet and each balance sheet included therein (including the related notes and schedules thereto) fairly presents the financial position of Company as of its date, and each of the statements of earnings and changes in shareholders’ equity and cash flows or equivalent statements in such financial statements and the other financial statements included therein (including any related notes and schedules thereto) fairly presents, or will fairly present, the financial position, results of operations and cash flows, as the case may be, of the Company for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal period-end adjustments in the case of unaudited statements that will not be material in amount or effect.
Sample 1
Financial Reports; Material Adverse Effect. (i) SCB (A) has delivered to FCB audited consolidated financial statements of SCB consisting of the consolidated balance sheets as of December 31, 2003, 2002 and 2001, the related statements of operations, changes in shareholders’ equity and statements of cash flow for the periods then ended, and the related notes and related accountant’s opinions thereon; and (B) shall deliver to FCB audited consolidated financial statements of SCB, consisting of the consolidated balance sheets as of December 31, 2004, the related statements of operations, changes in shareholders’ equity and statements of cash flow for the periods then ended, and the related notes and related accountant’s opinions thereon, within 10 days of receipt of such financial statements from SCB’s accountants (collectively, the “SCB Financial Statements”). The SCB Financial Statements (i) present fairly the financial condition of SCB as of the respective dates indicated and the results of operations, the changes in stockholders’ equity and cash flows for the respective periods indicated; (ii) have been prepared in accordance with GAAP applied on a basis consistent with past practices; (iii) contain and reflect reserves for all material accrued liabilities and for all reasonably anticipated losses, including but not limited to adequate reserves for loan and lease losses; and (iv) are based on the books and records of SCB. SCB is not subject to any liability (whether accrued, absolute, contingent or otherwise), except as reflected in the SCB Financial Statements, as disclosed in Schedule 5.03(g) or as otherwise disclosed in writing to FCB prior to the execution of this Agreement, or as incurred since December 31, 2004 in the ordinary course of business. SCB does not know of any basis for the assertion against it or SCC Bank of any liability, obligation or claim (including, without limitation, that of any regulatory authority) that would be reasonably likely to result in or cause a Material Adverse Effect with respect to SCB or SCC Bank which is not fairly reflected in the SCB Financial Statements delivered to FCB or otherwise disclosed on Schedule 5.03(g).
Sample 1
Financial Reports; Material Adverse Effect. FC Bank has delivered to SCB audited financial statements of FC Bank consisting of balance sheets as of December 31, 2003, 2002 and 2001, the related statements of operations, changes in shareholders’ equity and statements of cash flow for the periods then ended, and the related notes and related accountant’s opinions thereon (the “FC Bank Financial Statements”). The FC Bank Financial Statements (i) present fairly the financial condition of FC Bank as of the respective dates indicated and the results of operations, the changes in stockholders’ equity and cash flows for the respective periods indicated; (ii) have been prepared in accordance with GAAP applied on a basis consistent with past practices; (iii) contain and reflect reserves for all material accrued liabilities and for all reasonably anticipated losses, including but not limited to adequate reserves for loan and lease losses; and (iv) are based on the books and records of FC Bank. Since December 31, 2001, FC Bank has conducted its business in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.04 or otherwise), would reasonably be expected to have a Material Adverse Effect with respect to FC Bank or FCB.
Sample 1
Financial Reports; Material Adverse Effect. (i) Each of the balance sheets of Potomac for the years ended December 31, 1996, 1997 and 1998 (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Potomac as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders' equity and cash flows, as the case may be, of Potomac for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein.
Sample 1
Financial Reports; Material Adverse Effect. (i) The balance sheet of the Company as of December 31, 2004 and the related statements of income, cash flows and changes in shareholders’ equity position for the three years ended December 31, 2004, which was audited by KPMG LLP, and the unaudited balance sheet of the Company as of June 30, 2005 and the related statements of income, cash flows and changes in shareholders’ equity position for the six months ended June 30, 2005 (such balance sheets and the related statements of income, cash flows and changes in shareholders’ equity (including any related notes and schedules thereto) are collectively referred to herein as the “Company Financial Statements”) fairly present (subject, in the case of unaudited statements, to recurring period-end audit adjustments, normal in nature and amount, none of which, individually or in the aggregate, are expected to be material to the Company) the financial position, the results of operations, cash flows and changes in shareholders’ equity of the Company for the respective fiscal periods or as of the respective dates therein set forth, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. The books and records underlying the Company Financial Statements have been, and are being, maintained in accordance with GAAP or, to the extent inconsistent with GAAP, in accordance with any other applicable legal and accounting requirements. The Company is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC).
Sample 1
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Financial Reports; Material Adverse Effect. (i) Falls has delivered to Sky (A) the audited financial statements of Falls for each of the fiscal years ended December 31, 2003 and 2004, consisting of consolidated balance sheets and the related consolidated statements of income and retained earnings and cash flows for the fiscal years ended on such dates, including accompanying notes and the related reports thereon of Xxxxx, Xxxxxx and Company, LLC and (B) the unaudited consolidated statement of financial condition of Falls as of March 31, 2005, and the related consolidated statements of income and retained earnings and cash flows for the three months then ended (collectively, the “Falls Financial Statements”). The Falls Financial Statements fairly present in all material respects the consolidated financial position of Falls as of the dates thereof and for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.
Sample 1

Related to Financial Reports; Material Adverse Effect

  • Financial Statements; Material Adverse Effect All consolidated financial statements of the Borrower and its Subsidiaries heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the preparation date of such statements and fairly present in all material respects the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended, subject, in the case of interim financial statements, to normal and customary year-end adjustments. From the preparation date of the most recent financial statements delivered to the Lenders through the Agreement Execution Date, there was no change in the business, properties, or condition (financial or otherwise) of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

  • Financial Statements; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Financial Statements; Material Adverse Change The consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

  • Financial Statements; No Material Adverse Change All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

  • Financial Statements; No Material Adverse Effect; No Internal Control Event (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • No Material Adverse Change in Financial Statements All consolidated financial statements for Borrower, and any Subsidiary, delivered to Bank fairly present in all material respects Borrower's consolidated financial condition and Borrower's consolidated results of operations. There has not been any material deterioration in Borrower's consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • Company Material Adverse Effect Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

  • Absence of Company Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

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