Financial Reports; No Material Adverse Effect Sample Clauses

Financial Reports; No Material Adverse Effect. Buyer has delivered to Sellers Buyer's annual report on Form 10-K for the fiscal year ended 2000 and its quarterly report on Form 10-Q for the period ended September 30, 2001 (the financial statements contained therein, the "Buyer Financial Statements"). Each of the balance sheets contained in Buyer Financial Statements (including the related notes and schedules thereto) fairly presents in all material respects the consolidated financial position of Buyer as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements contained in Buyer Financial Statements (including any related notes and schedules thereto) fairly presents in all material respects the consolidated results of operations, consolidated changes in shareholders' equity and consolidated changes in cash flows, as the case may be, of Buyer for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved and, in the case of the unaudited interim statements, subject to normal year-end audit adjustments.
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Financial Reports; No Material Adverse Effect. (1) Sellers have Previously Disclosed the audited consolidated financial statements for HSL for the fiscal year ended September 30, 2001 (the "HSL Financial Statements"). Each of the balance sheets contained in the HSL Financial Statements (including the related notes and schedules thereto) fairly presents in all material respects the consolidated financial position of HSL as of its date, and each of the statements of income and changes in shareholder's equity and cash flows or equivalent statements contained in the HSL Financial Statements (including any related notes and schedules thereto) fairly presents in all material respects the consolidated results of operations, consolidated changes in shareholder's equity and consolidated changes in cash flows, as the case may be, of HSL for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved.
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Financial Reports; No Material Adverse Effect. (i) Bancshares's audited annual consolidated financial statements for the fiscal years ended December 31, 1994, 1995 and 1996, and the unaudited consolidated financial statement prepared by Bancshares for the period January 1, 1997 through September 30, 1997, copies of which have been provided to Wachovia (the "Financial Statements") (A) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis through the periods involved and fairly present the financial position of Bancshares and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such financial statements (including any related notes and schedules thereto) fairly presents the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of Bancshares and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except unaudited statements are subject to normal year-end audit adjustments, and (B) 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.
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Financial Reports; No Material Adverse Effect. (1) Section 4.02(s) of the Disclosure Letter sets forth the audited balance sheets and the related statements of operations and comprehensive income, Stockholders’ equity and cash flows of Seller for the fiscal year ended December 31, 2011 (the “Seller Audited Financial Statements”) and unaudited balance sheet and the related statement of operations and comprehensive income for the nine months ended on September 30, 2012 (or ended on such subsequent quarterly period as becomes available on or prior to the Closing Date) (the “Seller Interim Financial Statements,” which, together with the Seller Audited Financial Statements, the “Seller Financial Statements”). Each of the balance sheets contained in the Seller Financial Statements (including the related notes and schedules thereto) fairly presents, in all material respects, the financial position of Seller as of its date, and each of the statements of income and shareholder’s equity and cash flows or equivalent statements contained in the Seller Financial Statements (including any related notes and schedules thereto) fairly presents, in all material respects, the results of operations, consolidated changes in shareholder’s equity and consolidated changes in cash flows, as the case may be, of Seller for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved except that the unaudited financial statements do not contain notes and are subject audit adjustments and accruals in the ordinary course.
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Financial Reports; No Material Adverse Effect. (1) Attached as Parent Disclosure Schedule 4.03(f) are the financial statements for ERC for the fiscal years ended 2002 and 2003 and the trial balance for ERC for the period from January 1, 2004 through September 30, 2004 (collectively, the “ERC Financial Statements”). Each of the balance sheets contained in the ERC Financial Statements (including any related notes and schedules thereto) fairly presents in all material respects the financial position of ERC as of its date, and each of the statements of income and changes in shareholder’s equity and cash flows or equivalent statements contained in the ERC Financial Statements (including any related notes and schedules thereto) fairly presents in all material respects the results of operations, changes in shareholder’s equity and changes in cash flows, as the case may be, of ERC for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved and, in the case of interim financial statements, subject to normal year-end audit adjustments.
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Financial Reports; No Material Adverse Effect. (i) Commerce's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1998 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed with the SEC (collectively, "Commerce's SEC Documents"), as of the date filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) 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 each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Commerce and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements contained in any such SEC Document (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of Commerce and its Subsidiaries 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, subject to normal year-end audit adjustments in the case of unaudited statements.
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Related to Financial Reports; No 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 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.

  • 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.

  • 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.

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • 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.

  • No Material Adverse Effects At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect.

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