Common use of Financial Statements and Financial Matters Clause in Contracts

Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included or incorporated by reference in Parent SEC Documents (or, if any such Parent SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Parent SEC Document) present fairly in all material respects, in conformity with GAAP applied on a consistent basis during the periods presented (except as may be indicated in the notes thereto), the consolidated financial position of the Parent Group as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in each case, to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements). Such consolidated financial statements have been prepared in all material respects from the books and records of the Parent Group. (b) From the Reference Date to the date of this Agreement, Xxxxxx has not received written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority. Since the Reference Date to the date of this Agreement, neither Parent nor any Subsidiary of Parent has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or their respective internal accounting controls.

Appears in 2 contracts

Samples: Transaction Agreement (Exscientia PLC), Transaction Agreement (Recursion Pharmaceuticals, Inc.)

AutoNDA by SimpleDocs

Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included or incorporated by reference in the Parent SEC Documents (ori) have been prepared based on and in accordance with the books and records of Parent and its Subsidiaries, if any such Parent SEC Document is amended or superseded by a filing prior to the date of this Agreementand (ii) fairly present, such amended or superseding Parent SEC Document) present fairly in all material respects, in conformity with GAAP applied on a consistent basis during the periods presented involved (except as may be indicated in the notes thereto), the consolidated financial position of the Parent Group and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectsubject to normal, in each case, to normal recurring and recurring immaterial year-end audit adjustments and the absence of notes in the case of any unaudited interim financial statements). Such consolidated financial statements The books and records of Parent and its Subsidiaries have been prepared been, and are being, maintained in all material respects from the books in accordance with GAAP and records reflect only actual transactions. Since January 1, 2019, no independent public accounting firm of the Parent Groupor any Subsidiary of Parent has resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent or any of its Subsidiaries as a result of or in connection with any disagreements with Parent or any of its Subsidiaries on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) From the Reference Date January 1, 2019 to the date of this Agreement, Xxxxxx Parent has not received written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority. Since the Reference Date to the date of this Agreement, neither Parent nor any Subsidiary of Parent has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or their respective internal accounting controls.

Appears in 1 contract

Samples: Merger Agreement (Valley National Bancorp)

Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included or incorporated by reference in Parent SEC Documents (or, if any such Parent SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Parent SEC Document) present fairly in all material respects, in conformity with GAAP applied on a consistent basis during the periods presented (except as may be indicated in the notes thereto), the consolidated financial position of the Parent Group as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in each case, to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements). Such consolidated financial statements have been prepared in all material respects from the books and records of the Parent Group. (b) From the Reference Date to the date of this Agreement, Xxxxxx Pxxxxx has not received written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority. Since the Reference Date to the date of this Agreement, neither Parent nor any Subsidiary of Parent has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or their respective internal accounting controls.

Appears in 1 contract

Samples: Transaction Agreement (Exscientia PLC)

AutoNDA by SimpleDocs

Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included or incorporated by reference in the Parent SEC Documents (ori) complied as to form, if any such Parent when filed, in all material respects with the rules and regulations of the SEC Document is amended or superseded by a filing prior to the date of this Agreementwith respect thereto, such amended or superseding Parent SEC Documentand (ii) present fairly fairly, in all material respects, in conformity with GAAP applied on a consistent basis during the periods presented involved (except as may be indicated in the notes thereto), the consolidated financial position of the Parent Group and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectsubject to normal, in each case, to normal recurring and recurring immaterial year-end audit adjustments in the case of any unaudited interim financial statements). Such consolidated financial statements have been prepared from, and are in accordance in all material respects from with, the books and records of Parent and its Subsidiaries. The books and records of the Parent GroupCompany and its Subsidiaries have been maintained in all material respects in compliance with applicable legal and accounting requirements. (b) From the Reference Measurement Date to the date of this Agreement, Xxxxxx 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 received written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority. Since the Reference Date to the date of this Agreement, neither Parent nor any Subsidiary of Parent has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or their respective internal accounting controls.

Appears in 1 contract

Samples: Merger Agreement (Vectrus, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!