Financial Statements and Regulatory Reports. (a) Humble (i) has delivered to Sterling copies of the audited balance sheets and the related audited statements of income, stockholders' equity and cash flows (including related notes and schedules) of Humble as of and for the year ended December 31, 1996, together with the report thereon of Cabaxxxx, Xxrn xxx Domaxxxx, xxd of the unaudited balance sheet and the related unaudited statements of income, stockholders' equity and cash flows as of and for the year ended December 31, 1997 (collectively, the "Humble Financial Statements") and (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble with the Federal Reserve Board or by any of its Subsidiaries with any Regulatory Authorities from and after January 1, 1995 (each a "Regulatory Reporting Document"), which are all the material documents that Humble was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations.
(b) The Humble Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are in accordance with the books and records of Humble, which are complete and accurate in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the financial position and the results of operations, changes in stockholders' equity and cash flows of Humble as of the dates and for the periods indicated, in accordance with GAAP except for the absence of certain footnote information in the unaudited Humble Financial Statements Humble has delivered to Sterling copies of all management letters prepared by Cabaxxxx, Xxrn and Domaschk and delivered to Humble since January 1, 1995. Promptly upon completion of the audit of the Humble Financial Statements as of and for the year ended December 31, 1997, but in any event no later than March 1, 1998, Humble shall furnish to Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether with the report of such firm thereon.
Financial Statements and Regulatory Reports. 5.5.1. Somerset Bank has previously made available to Regal Bancorp the Somerset Bank Regulatory Reports. The Somerset Bank Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present in all material respects, the consolidated financial position, results of operations and changes in equity of Somerset Bank as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis.
5.5.2. Somerset Bank has previously made available to Regal Bancorp the Somerset Bank Financial Statements. The Somerset Bank Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, changes in equity and cash flows of Somerset Bank and the Somerset Bank Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto.
5.5.3. At the date of each balance sheet included in the Somerset Bank Financial Statements and Somerset Bank Regulatory Reports, Somerset Bank did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Somerset Bank Financial Statements or Somerset Bank Regulatory Reports or in the footnotes thereto, which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for (A) liabilities, obligations and loss contingencies that are not material individually or in the aggregate or that were incurred in the ordinary course of business, consistent with past practice, (B) liabilities incurred for legal, accounting, financial advisory fees, out-of-pocket and other expenses in connection with the transactions contemplated by this Agreement, and (C) liabilities, obligations and loss contingencies that are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.
5.5.4. The records...
Financial Statements and Regulatory Reports. 5.5.1. Cape Savings has previously made available to Boardwalk Bancorp the Cape Savings Regulatory Reports. The Cape Savings Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present in all material respects, the consolidated financial position, results of operations and changes in equity of Cape Savings as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis.
5.5.2. Cape Savings has previously made available to Boardwalk Bancorp the Cape Savings Financial Statements. The Cape Savings Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of Cape Savings and the Cape Savings Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto.
5.5.3. At the date of each balance sheet included in the Cape Savings Financial Statements, Cape Savings did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Cape Savings Financial Statements or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for (A) liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which were incurred in the ordinary course of business, consistent with past practice, (B) liabilities incurred for legal, accounting, financial advisory fees, out-of-pocket and other expenses in connection with the transactions contemplated by this Agreement, and (C) liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.
Financial Statements and Regulatory Reports. 5.5.1. First Federal Financial has previously made available to CLFC the First Federal Financial Regulatory Reports. The First Federal Financial Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present in all material respects, the consolidated financial position, results of operations and changes in stockholders' equity of First Federal Financial as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis.
5.5.2. First Federal Financial has previously made available to CLFC the First Federal Financial Statements. The First Federal Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of First Federal Financial and the First Federal Financial Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-QSB.
5.5.3. At the date of each balance sheet included in the First Federal Financial Statements, First Federal Financial did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Federal Financial Statements or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.
Financial Statements and Regulatory Reports. 7 3.8 Absence of Undisclosed Liabilities................... 7 3.9 Absence of Changes................................... 7 3.10 Dividends, Distributions and Stock Purchases......... 7 3.11 Taxes................................................ 8 3.12 Title to and Condition of Assets..................... 8 3.13 Contracts............................................ 8 3.14
Financial Statements and Regulatory Reports. Miners has ----------- ------------------------------------------- delivered to MP Corp. and MP Bank its (i) Balance Sheets, Statements of Income, and Statements of Stockholders' Equity for the years ended December 31, 1996 and December 31, 1995, and (ii) Call Reports, Consolidated Reports of Condition and Income, (the aforementioned consolidated report of condition and income as of September 30, 1997, is referred to herein as the "Bank Balance Sheet") and accompanying schedules, filed by Miners with any regulatory authority for each calendar quarter, beginning with the quarter ended September 30, 1997, through the Closing Date ("Miners Regulatory Reports"). Each of the foregoing financial statements fairly presents the financial condition, assets and liabilities, and results of operations of Miners at their respective dates and for the respective periods then ended and have been prepared in accordance with generally accepted accounting principles consistently applied, except as otherwise noted in a footnote thereto. The books and records of Miners are maintained in accordance with generally accepted accounting principles consistently applied. The Miners Regulatory Reports have been, or will be, prepared in accordance with applicable regulatory accounting principles and practices applied on a consistent basis throughout the periods issued by such statements, and fairly present, or will fairly present, the financial position, results of operations and changes in shareholders' equity of Miners as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis.
Financial Statements and Regulatory Reports. (a) Buyer has previously delivered or made freely available to the Seller the audited financial statements of Buyer (including statements of financial condition and the related statements of operations, stockholders' equity and changes in financial position) for the years ended March 31, 2001, 2002 and 2003, (collectively, the "Buyer's Financial Statements"). Buyer's Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, and present fairly the financial condition and results of operations of Buyer. The audits of the Buyer's Financial Statements have been conducted in all material respects in accordance with generally accepted auditing standards. The books and records of Buyer are being maintained in material compliance with applicable legal and accounting requirements and such books and records accurately reflect in all material respects all dealings and transactions in respect of the business, assets, liabilities and affairs of Buyer. Buyer has no material indebtedness, obligation, or liability, known, contingent or otherwise, except those reflected in Buyer's Financial Statements, and specifically listed on Buyer's December 31, 2004, Form 10-QSB/A-2 attached hereto as Exhibit "
Financial Statements and Regulatory Reports. 4.5.1 Partners has previously made available to FCLF the Partners Regulatory Reports. The Partners Regulatory Reports have been prepared in accordance with applicable regulatory accounting principles and practices consistently applied throughout the periods covered by such statements and fairly present the consolidated financial position, results of operations and changes in stockholders’ equity of Partners as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis.
4.5.2 Partners has previously made available to FCLF the Partners Financial Statements. The Partners Financial Statements have been prepared in accordance with GAAP, consistently applied, and (including the related notes where applicable) fairly present in each case (subject in the case of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Partners and the Partners Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto.
4.5.3 At the date of each balance sheet included in the Partners Financial Statements or the Partners Regulatory Reports, Partners did not have any liabilities, obligations, or loss contingencies of any nature (whether absolute, accrued, contingent, or otherwise) of a type required to be reflected in the Partners Financial Statements or Partners Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies that are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies that are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.
Financial Statements and Regulatory Reports. 5.5.1 FCLF has previously made available to Partners the FCLF Regulatory Reports. The FCLF Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices consistently applied throughout the periods covered by such statements, and fairly present in all material respects, the consolidated financial position, results of operations and changes in stockholders’ equity of FCLF as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis.
5.5.2 FCLF has previously made available to Partners the FCLF Financial Statements. The FCLF Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of FCLF and the FCLF Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-QSB.
5.5.3 At the date of each balance sheet included in the FCLF Financial Statements, FCLF did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such FCLF Financial Statements or FCLF Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.
Financial Statements and Regulatory Reports. (a) First Houston (i) has delivered to Sterling copies of the consolidated balance sheets and the related consolidated statements of income, shareholders' equity and cash flows (including related notes and schedules) of First Houston and its consolidated Subsidiaries as of and for the periods ended December 31, 1995 and December 31, 1996 (xxx "Xxxxx Xxxxxxx Xxxancial Statements"), and (ii) has furnished Sterling with a true and complete copy of each material report filed by First Houston with the Federal Reserve Board or by any of its Subsidiaries with any Regulatory Authorities from and after January 1, 1994 (each a "Regulatory Reporting Document"), which are all the material documents that First Houston was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations.
(b) The First Houston Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are or will be in accordance with the books and records of First Houston and its Subsidiaries, which are or will be complete and accurate in all material respects and which have been or will have been maintained in accordance with good business practices, and (ii) present or will present fairly the consolidated financial position and the consolidated results of operations, changes in shareholders' equity and cash flows of First Houston and its Subsidiaries as of the dates and for the periods indicated, in accordance with GAAP except as disclosed, subject in the case of interim
