Common use of Financial Statements and Internal Controls Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Anchor Bancorp), Agreement and Plan of Merger (Anchor Bancorp)

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Financial Statements and Internal Controls. (a) The financial statements of Anchor BayCom and its Subsidiaries included (or incorporated by reference) in the Anchor BayCom Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Anchor BayCom 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 BayCom 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 amountamount and the absence of notes), (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 Anchor BayCom 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. Xxxx Xxxxx Mxxx Axxxx LLP has not resigned (or informed Anchor BayCom that it intends to resign) or been dismissed as independent public accountants of Anchor BayCom as a result of or in connection with any disagreements with Anchor BayCom on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BayCom Corp), Agreement and Plan of Merger (BayCom Corp)

Financial Statements and Internal Controls. (a) The financial statements of Anchor Heritage and its Subsidiaries included (or incorporated by reference) in the Anchor Heritage Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Anchor Heritage 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 Heritage 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 amountamount and the absence of notes), (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 Anchor Heritage 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. Xxxx Xxxxx Xxxxxxx LLP has not resigned (or informed Anchor Heritage that it intends to resign) or been dismissed as independent public accountants of Anchor Heritage as a result of or in connection with any disagreements with Anchor Heritage on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Heritage Financial Corp /Wa/), Agreement and Plan of Merger (Heritage Financial Corp /Wa/)

Financial Statements and Internal Controls. (a) The financial statements of Anchor BayCom and its Subsidiaries included (or incorporated by reference) in the Anchor BayCom Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Anchor BayCom 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 BayCom 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 amountamount and the absence of notes), (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 Anchor BayCom 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. Xxxx Xxxxx LLP has not resigned (or informed Anchor BayCom that it intends to resign) or been dismissed as independent public accountants of Anchor BayCom as a result of or in connection with any disagreements with Anchor BayCom 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 (BayCom Corp)

Financial Statements and Internal Controls. (a) The financial statements of Anchor FS Bancorp and its Subsidiaries included (or incorporated by reference) in the Anchor FS Bancorp Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Anchor FS Bancorp 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 FS Bancorp 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 Anchor FS Bancorp 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. Xxxx Xxxxx LLP has not resigned (or informed Anchor FS Bancorp that it intends to resign) or been dismissed as independent public accountants of Anchor FS Bancorp as a result of or in connection with any disagreements with Anchor FS Bancorp 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 (Anchor Bancorp)

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Financial Statements and Internal Controls. (a) The financial statements of Anchor Timberland and its Subsidiaries included (or incorporated by reference) in the Anchor Timberland Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Anchor Timberland 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 Timberland 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 amountamount and the absence of notes), (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 Anchor Timberland 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. Xxxx Xxxxx Dxxxx LLP has not resigned (or informed Anchor Timberland that it intends to resign) or been dismissed as independent public accountants of Anchor Timberland as a result of or in connection with any disagreements with Anchor Timberland 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 (Timberland Bancorp Inc)

Financial Statements and Internal Controls. (a) The financial statements of Anchor MutualFirst and its Subsidiaries included (or incorporated by reference) in the Anchor MutualFirst Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Anchor MutualFirst 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 MutualFirst 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 amountamount and the absence of notes), (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 Anchor MutualFirst 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. Xxxx Xxxxx BKD LLP has not resigned (or informed Anchor MutualFirst that it intends to resign) or been dismissed as independent public accountants of Anchor MutualFirst as a result of or in connection with any disagreements with Anchor MutualFirst 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 (Mutualfirst Financial Inc)

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