Common use of Financial Statements and Financial Matters Clause in Contracts

Financial Statements and Financial Matters. The consolidated financial statements (including all related notes and schedules) of Parent included in or incorporated by reference into the Parent SEC Documents (i) fairly present in all material respects the consolidated financial position of Parent, as of the respective dates thereof, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, subject to normal year-end audit adjustments and the absence of footnote disclosure, the effect of which shall not be material) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) have been prepared from and are in accordance with, in all material respects, the books and records of Parent and its Subsidiaries. The books and records of Parent and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. As of the date of this Agreement, Ernst & Young LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ocean Rig UDW Inc.), Voting and Support Agreement (Transocean Ltd.), Voting and Support Agreement (Transocean Ltd.)

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Financial Statements and Financial Matters. The consolidated financial statements (including all related notes and schedules) of Parent the Company included in or incorporated by reference into the Parent Company SEC Documents (i) fairly present in all material respects the consolidated financial position of Parentthe Company, as of the respective dates thereof, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity accordance with GAAP (except, in the case of the unaudited statements, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure, the effect of which shall not be material) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) have been prepared from and are in accordance with, in all material respects, with the books and records of Parent the Company and its Subsidiaries. The books and records of Parent the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. As of the date of this Agreement, Ernst & Young LLP Xxxxx Xxxxx (Hellas) Certified Auditors Accountants S.A. (the “Company Auditor”) has not resigned (or informed Parent the Company that it intends to resign) or been dismissed as independent public accountants of Parent the Company as a result of or in connection with any disagreements with Parent the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 2 contracts

Samples: Voting and Support Agreement (Transocean Ltd.), Voting and Support Agreement (Transocean Ltd.)

Financial Statements and Financial Matters. (a) The audited consolidated financial statements (including all related notes and schedules) unaudited consolidated interim financial statements of Parent included in or incorporated by reference into in the Parent SEC Documents (i) fairly present complied as to form, when filed, in all material respects with the consolidated financial position of Parent, as rules and regulations of the respective dates thereofSEC with respect thereto, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended, (ii) were prepared present fairly, in all material respects, in conformity with GAAP (except, in the case of the unaudited statements, subject to normal year-end audit adjustments and the absence of footnote disclosure, the effect of which shall not be material) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (iii) subject to normal, recurring and immaterial year-end audit adjustments in the case of any unaudited interim financial statements). Such consolidated financial statements have been prepared from from, and are in accordance with, in all material respectsrespects with, the books and records of Parent and its Subsidiaries. The books and records of Parent the Company and its Subsidiaries have been, and are being, been maintained in all material respects in accordance compliance with GAAP and any other applicable legal and accounting requirements. As of (b) From the Measurement Date to the date of this Agreement, Ernst & Young LLP and with the exception of audits and reviews conducted in the ordinary course of business arising under or related to a Government Contract, Parent has not resigned (received written notice from the SEC or informed Parent any other Governmental Authority indicating that it intends to resign) any of its accounting policies or been dismissed as independent public accountants practices are or may be the subject of Parent as a result of any review, inquiry, investigation or in connection with challenge by the SEC or any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.other Governmental Authority. Section 4.09

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vectrus, Inc.)

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Financial Statements and Financial Matters. The consolidated financial statements (including all related notes and schedules) of Parent the Company included in or incorporated by reference into the Parent Company SEC Documents (i) fairly present in all material respects the consolidated financial position of Parentthe Company, as of the respective dates thereof, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity accordance with GAAP (except, in the case of the unaudited statements, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure, the effect of which shall not be material) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) have been prepared from and are in accordance with, in all material respects, with the books and records of Parent the Company and its Subsidiaries. The books and records of Parent the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. As of the date of this Agreement, Ernst & Young LLP Xxxxx Xxxxx (Hellas) Certified Auditors Accountants S.A. (the "Company Auditor") has not resigned (or informed Parent the Company that it intends to resign) or been dismissed as independent public accountants of Parent the Company as a result of or in connection with any disagreements with Parent the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ocean Rig UDW Inc.)

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