Financial Statements and Financial Information Sample Clauses

Financial Statements and Financial Information. The Borrower shall provide, to the Bank: (a) as soon as practicable but, in any event, by no later than 120 days from the end of the relevant financial year, the audited consolidated Financial Statements of the Borrower for such financial year, including, in each case, a balance sheet, profit and loss statement, in each case setting forth comparative figures for the preceding year; (b) as soon as practicable but, in any event, by no later than 60 days from the end of each Quarter (other than the last Quarter), reviewed consolidated Financial Statements of the Borrower, for such Ouarter or half a year, as the case may be.

Financial Statements and Financial Information. The consolidated financial statements of the Company and its consolidated subsidiaries, together with the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements comply in all material respects as to form with the accounting requirements of the Securities Act and have been prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as otherwise noted therein or as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary financial information included in the Disclosure Package and the Prospectus present fairly the information shown therein and have been derived from the financial statements included in the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language furnished with the Exchange Act filings incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. All non-GAAP financial information included in the Registration Statement, if any, complies with the requirements of Item 10 of Regulation S-K under the Securities Act.

Financial Statements and Financial Information. The financial statements and other financial information of SunTrust Banks and its consolidated subsidiaries included or incorporated by reference in the Offering Circular or the Disclosure Package present fairly the consolidated financial position of SunTrust Banks and its consolidated subsidiaries, as of the dates indicated therein and the consolidated results of their operations for the periods specified therein; and except as stated therein, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis; the Call Reports and other financial information of the Bank included or incorporated by reference in the Offering Circular or the Disclosure Package present fairly its financial position and the results of its operations for the periods specified therein, and except as stated therein, have been prepared in conformity with regulatory instructions issued by the Federal Financial Institution Examination Council applied on a consistent basis; and financial information of certain financial institutions, if any, acquired or consolidated with or proposed to be acquired by or consolidated with SunTrust Banks or the Bank included or incorporated by reference in the Offering Circular or the Disclosure Package present fairly the financial position of such financial institutions as of the dates indicated therein and the results of their operations for the periods specified therein.

Financial Statements and Financial Information. The Company has delivered or caused to be delivered to FHI its company-prepared Financial Statements as of March 31, 2005, which Financial Statements have been prepared in accordance with GAAP. Such Financial Statements present fairly the financial position of Company as of the date thereof and the results of its operations for the periods covered, and since the date of the most current Financial Statements provided to FHI there has been no materially adverse change in the financial position of Company.

Financial Statements and Financial Information. All Financial Statements delivered by the Borrowers to the Lender shall be prepared in accordance with GAAP. Subject to the foregoing exceptions, such Financial Statements present fairly in all material respects the financial position of the Borrowers and their respective Subsidiaries as of the date thereof and the results of its operations for the periods covered subject to, in the case of monthly or quarterly balance sheets and related statements, the absence of footnotes and year-end adjustments; provided that, in the case of projections, such projections are subject to good faith estimates and assumptions believed to be reasonable as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein, it being acknowledged and agreed by all parties hereto that projections as to future events are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material. Since the date of the most current Financial Statements provided to the Lender there has been no Material Adverse Effect on the financial position of any Borrower or Loan Party.

Financial Statements and Financial Information. (i) Keep and maintain (A) adequate records and books of account with respect to its business activities in which proper entries are made in accordance with customary accounting practices reflecting all its financial transactions so as to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; and (B) effective disclosure controls and procedures designed to ensure that material information relating to the Borrowers and their Subsidiaries is made known to Holdings and its officers in a timely manner; and (ii) cause to be prepared and furnished to Administrative Agent and each Lender, the following, all to be prepared in accordance with GAAP applied on a consistent basis, unless Holdings’ certified public accountants concur in any change therein and such change is disclosed to Administrative Agent and is consistent with GAAP: (A) not later than 90 days after the close of each fiscal year of Holdings, unqualified (except for a qualification for a change in accounting principles with which the accountant concurs) audited Consolidated and consolidating (on a line of business basis) balance sheets of Holdings and its Subsidiaries (including the accounts of all Subsidiaries of Holdings and their respective Subsidiaries for the respective periods during which a Subsidiary relationship existed) as of the end of such year, together with the related statements of income, cash flow, changes in shareholder’s equity, and changes in financial position for the periods ended on such date, which do not contain any paragraph of emphasis or explanatory note relating to the ability of Holdings and its Subsidiaries to continue business as a going concern, and are certified by KPMG, LLP or another firm of independent certified public accountants of recognized national standing and, within a reasonable time thereafter a copy of any management letter issued in connection therewith; (B) not later than 45 days after the end of each fiscal quarter of Holdings occurring after the Closing Date, including the last fiscal quarter of Holdings’ fiscal year, unaudited interim Consolidated and consolidating (on a line of business basis) balance sheets of Holdings and its Subsidiaries (including the accounts of all Subsidiaries of Holdings and their respective Subsidiaries for the respective periods during which a Subsidiary relationship existed) as of the end of such quarter, together with the related sta...

Financial Statements and Financial Information. (a) The Company shall use its reasonable best efforts, as promptly as practicable after the date of this Agreement, to deliver to CGAC, to the extent required for inclusion in the Proxy/Registration Statement, the Company PCAOB Financial Statements and consent of the Independent Auditors to use such Company PCAOB Financial Statements in the Proxy/Registration Statement. (b) Each of the Company and CGAC shall each use its reasonable best efforts (i) to assist the other in preparing in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by CGAC with the SEC in connection with the Transactions, and (ii) to obtain the consents of their respective auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith. (c) From the date hereof until the Closing Date, to the extent reasonably available to the Company in connection with the preparation of the Company’s quarterly financial information to be provided to the Company Board in the Ordinary Course, the Company shall furnish to CGAC unaudited condensed consolidated balance sheet data, statements of income (loss) data and cash flow data of the Company for each quarterly period completed after the date hereof no later than 45 days following the end of each such quarterly period, in each case, prepared from the books and records of the Group Companies and, in all material respects, in conformity with the Company’s internal managerial accounting practices.

Financial Statements and Financial Information. (a) Schedule 4.6(a) contains true, correct and complete copies of (i) the audited consolidated balance sheets of the Company as of December 31, 2005 and 2006, and the related audited consolidated statements of income and members' equity, and cash flows of the Company for the fiscal years then ended (the "Financial Statements") and (ii) the unaudited consolidated balance sheets of the Company as of February 28, 2007 and the related consolidated statements of income and members' equity, and cash flows of the Company for the period then ended (the "Interim Financial Statements"). (b) The Financial Statements and the Interim Financial Statements: (i) were derived from the books and records of the Company, which accurately and consistently reflect all material transactions to which the Company was and is a party; (ii) were prepared in accordance with GAAP, subject to audit adjustments which would not (individually or in the aggregate) have a Material Adverse Effect, and, with respect to the Interim Financial Statements, to the absence of certain footnote disclosures which would otherwise be required by GAAP; (iii) fairly present in all material respects the Company's consolidated financial condition as at the dates thereof, and the results of its operations for the fiscal years or period then ended; (iv) contain and reflect all necessary material adjustments and accruals for a fair presentation of the Company's consolidated financial condition and the results of its operations as of the dates of and for the fiscal years or periods covered by such Financial Statements and Interim Financial Statements; and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities of the Company, fixed or contingent, and the results of its operations and transactions in its accounts, as of the dates and for the periods referred to therein. Except as set forth in the Financial Statements, the Interim Financial Statements and/or otherwise in the Disclosure Schedule, there are no Liabilities of the Company or its Subsidiaries that could, individually or in the aggregate, have a Material Adverse Effect. (c) Schedule 4.6(c) contains true and complete copies of the accounts receivable aging and accounts payable aging of the Company as of December 31, 2006, together with a true and complete list of all Indebtedness of the Company guaranteed by Seller and/or any of its Affiliates. (d) Seller owns no material assets other than the ...

Financial Statements and Financial Information. Each of the financial statements furnished by the Sellers pursuant to this Agreement, set forth in the Disclosure Schedule or otherwise delivered to the Buyers on or before the Closing Date (i) have been prepared from the books and records of Provel, which are true, correct and complete, (ii) with respect to the statutory accounts approved by the quotaholders’ meetings of Provel for each of the years ended December 31, 2008 and 2009 (hereinafter collectively referred to as the “Statutory Financial Statements”), the Reference Date Balance Sheet, the Year 2009 Consolidated Income Statement and the Interim Financial Statements, has been prepared, in all material respects, in accordance with the Accounting Principles, applied by Provel on a basis consistent with Provel’s past practice as of the dates and for each of the periods presented, and (iii) with respect to the audited financial statements (including without limitation balance sheets, statements of operations and cash flows) for each of the years ended December 31, 2008 and 2009 and the unaudited financial statements (including without limitation balance sheets, statements of operations and cash flows) for the six months ended June 30, 2010 and June 30, 2009 that the Sellers have caused to be prepared and delivered to the Buyers for use in compliance with the requirements of the U.S. securities laws (hereinafter collectively referred to as the “SEC Financial Statements”), has been prepared, in all material respects, in accordance with the Accounting Principles, applied by Provel on a basis consistent with Provel’s past practice as of the dates and for each of the periods presented. To the best of Sellers’ knowledge following full investigation, there is no applicable accounting, rule, consensus or pronouncement that has been adopted by an regulatory or accounting body that has jurisdiction over Provel, as of, but is not in effect as of, the date of this Agreement that, if implemented, would reasonably be expected to have a Material Adverse Effect on Provel. The Disclosure Schedule contains the Statutory Financial Statements. Each of the Statutory Financial Statements, the Reference Date Balance Sheet, the Year 2009 Consolidated Income Statement, the Interim Financial Statements and the SEC Financial Statements fairly presents, in all material respects, the financial position and results of operations of Provel as of the date and for the respective periods indicated therein. The Reference Date Balance Sh...

Financial Statements and Financial Information. Provide to Bank all of the following, in form and detail satisfactory to Bank: (a) not later than 120 days after and as of the end of each fiscal year, an audited consolidated financial statement of Borrower, prepared by a certified public accountant acceptable to bank, to include balance sheet and income statement; (b) not later than 30 days after and as of the end of each month, a financial statement of Borrower, prepared by Borrower, to include balance sheet and income statement; (c) not later than 20 days after and as of the end of each month, a borrowing base certificate, an inventory collateral report, an aged listing of accounts receivable and accounts payable, and a reconciliation of accounts, and to be delivered each January and July if there were at any time borrowings in the preceding six months, a list of the names and addresses of all Borrower’s account debtors; (d) not later than each March 31 annual projections, to include balance sheet, income statement and statement of cash flows; (e) contemporaneously with each annual and monthly financial statement of Borrower required hereby, a certificate of an authorized officer, manager or member of Borrower that said financial statements are accurate and that there exists no Event of Default nor any condition, act or event which with the giving of notice or the passage of time or both would constitute an Event of Default; (f) Notice of any litigation or other adversarial proceedings in any court or other forum where the amount being claimed against Borrower is in excess of $500,000.00, and promptly upon receipt, and in any event no more than ten (10) days after filing or receipt, copies of all pleadings, notices, court papers, or motions concerning a dispositive issue filed by any party with respect to such litigation or other adversarial proceedings, and copies of any order or judgment filed by the court, with respect to such litigation or proceedings, together with any non-privileged discovery materials that Bank in its sole discretion deems appropriate for its review.. (g) Notice of any reservation of rights or of any refusal to cover any claims made against Borrower or any officers or employees of Borrower under any policies of insurance. (h) from time to time such other information as Bank may reasonably request.