Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Qumu SEC Reports, including any Qumu SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Qumu and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate.
Financial Statements and Internal Controls. (a) The financial statements of Anchor and its Subsidiaries included (or incorporated by reference) in the Anchor Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Anchor and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' equity and consolidated financial position of Anchor and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Anchor and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Xxxx Xxxxx LLP has not resigned (or informed Anchor that it intends to resign) or been dismissed as independent public accountants of Anchor as a result of or in connection with any disagreements with Anchor on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
Financial Statements and Internal Controls. (a) The audited consolidated balance sheets (including related notes and schedules, if any) of PEB and its Subsidiaries as of December 31, 2020 and 2019 and the related consolidated statements of earnings, comprehensive income, changes in shareholders’ equity, and cash flows (including related notes and schedules, if any) of PEB and its Subsidiaries for each of the two years then ended, and the unaudited consolidated balance sheet, statement of earnings, comprehensive income, changes in shareholders’ equity, and cash flows (including related notes and schedules, if any) of PEB and its Subsidiaries for the six month period ended June 30, 2021 (collectively, the “PEB Financial Statements”) have been previously made available to BayCom. The PEB Financial Statements fairly present the consolidated financial position and results of operations of PEB and its Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP consistently applied during the periods involved, except as indicated in the PEB Financial Statements or notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments (which will not be material individually or in the aggregate) and the absence of footnotes. The financial and accounting books and records of PEB and its Subsidiaries have been maintained in all material respects in accordance with GAAP and all other applicable legal and accounting requirements, reflect only actual transactions, and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Xxxx Xxxxxx LLP has not resigned (or informed PEB that it intends to resign) or been dismissed as independent public accountants of PEB as a result of or in connection with any disagreements with PEB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
Financial Statements and Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents fairly present, in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of interim financial statements, to the condensation or omission of certain information and footnote disclosures as permitted under the Exchange Act).
Financial Statements and Internal Controls. (a) The financial statements of Washington Federal and its Subsidiaries included (or incorporated by reference) in the Washington Federal Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Washington Federal and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Washington Federal 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, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche LLP has not resigned (or informed Washington Federal that it intends to resign) or been dismissed as independent public accountants of Washington Federal as a result of or in connection with any disagreements with Washington Federal on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
Financial Statements and Internal Controls. (a) True and complete copies of the unaudited pro forma balance sheet of the Company at October 31st, 2012 and the related unaudited pro forma statements of results of operations and bank statements of the Company, together with all related notes and schedules thereto (collectively referred to as the “Company Financial Statements”) are attached as Schedule 6.15.(a). The Company Financial Statements (i) fairly present, in all material respects, the financial position, results of operations and bank statements of the Information Business, (ii) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company and (iii) have been prepared in accordance with Brazilian GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto).
Financial Statements and Internal Controls. (a) Guaranty has furnished or made available to the Company a true and complete copy of its Annual Report on Form 10-K for the year ended December 31, 2015 (“Annual Report”), as filed with the SEC, which contains Guaranty’s audited balance sheet as of December 31, 2015 and 2014, and the related statements of income and statements of changes in shareholders’ equity and cash flow for the years ended December 31, 2015, 2014 and 2013. The financial statements referred to above and included in the Annual Report are collectively referred to herein as the “Guaranty Financial Statements.”
Financial Statements and Internal Controls. (i) The audited consolidated financial statements of IPL as at and for the fiscal years ended December 31, 2020 and 2019, together with the notes thereto and the auditors' report thereon, and the unaudited condensed interim consolidated financial statements of IPL as at and for the three month periods ended March 31, 2021 and 2020, together with the notes thereto (collectively with any such additional financial statements filed prior to the Effective Date, the "IPL Financial Statements"), have been prepared in accordance with IFRS (except in the case of the unaudited condensed interim consolidated financial statements, to the extent they may not include footnotes or may be condensed or summary statements) applied on a basis consistent with prior periods (except as stated therein) and all applicable Laws and present fairly: (A) the financial position, changes in shareholders' equity, results of operations and cash flows of IPL as at the dates of and for the periods referred to in such statements, and (B) the financial position of IPL as at the date referred to in the balance sheet of IPL, subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments and to disclosures that would be made in the notes thereto if they were audited financial statements.
Financial Statements and Internal Controls. (a) The Warrantors have provided the Investor with the financial statements of the Group Companies consisting of the unaudited balance sheet, income statement and cash flow statement of the Group Companies for the period from January 1, 2019 to the Statement Date prepared by the respective Group Company in accordance with PRC GAAP applied on a consistent basis (the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with the books and records of the relevant Group Company, (ii) are true, correct and complete to the extent that they fairly present, in accordance with PRC GAAP, the financial condition and position of the relevant Group Company as of the dates indicated therein and the results of operations and cash flows of the relevant Group Company for the periods indicated therein in all material respects, and (iii) were prepared in accordance with PRC GAAP applied on a consistent basis throughout the periods involved, except for the omission of notes thereto and normal year-end audit adjustments. All of the accounts receivable owing to any of the Group Companies, including all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are good and collectible in the ordinary course of business, net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with PRC GAAP), and no further goods or services are required to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full. To the best Knowledge of the Warrantors, there are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of the Group Companies. The Group Companies have good and marketable title to all assets set forth in the Financial Statements, except for such assets as have been spent, sold or transferred in the ordinary course of business since the Statement Date. Each Group Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles as required in the jurisdiction where it is incorporated.
Financial Statements and Internal Controls. (i) Attached as Schedule 4.3(q), are consolidated financial statements of the REIT (including a company reviewed balance sheet and income statement) as at and for the following periods: fiscal years ended December 31, 2017 and 2016 (the “Annual Financial Statements” and together with the Interim Financial Statements, the “Financial Statements”). The Annual Financial Statements have been, and as of Closing, the Interim Financial Statements will have been, prepared in accordance with GAAP, consistently applied throughout the periods indicated, are correct and complete in all material respects, is consistent with the Books and Records of the REIT and its Subsidiaries (which, in turn, are true and accurate and complete in all material respects) and present fairly, in all material respects, the consolidated assets, liabilities (whether accrued, absolute, contingent, or otherwise) and financial position of the REIT and its Subsidiaries, as of their respective dates and the consolidated earnings and results of operations of the REIT and its Subsidiaries, for the periods covered by the Financial Statements.
