Financial Statements; Filings. (a) Company has made available to Buyer each report and statement filed by Company and each Subsidiary with any Governmental Entity (the "COMPANY REPORTS"), which are all the forms, reports and documents required to be filed by Company with any Governmental Entity, and such Company Reports are true, correct and complete. As of their respective dates, the Company Reports (i) were prepared in accordance and complied in all material respects with the requirements of the applicable Governmental Entity, and the rules and regulations of such Governmental Entities applicable to such Company Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Company makes no representation or warranty whatsoever concerning the Company Reports as of any time other than the time they were filed.
Financial Statements; Filings. 11 Section 3.4
Financial Statements; Filings. (a) Each of the consolidated financial statements of Xxxxxxx as of and for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and the unaudited consolidated financial statements for the nine months ended September 30, 2010 (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of Xxxxxxx”), and each of the Call Reports of Xxxxx as of and for each of the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and for the period ended September 30, 2010 (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of Xxxxx”), (including the related notes, where applicable) have been prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx and Xxxxx have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx and each of the Financial Regulatory Reports of Xxxxx (including the related notes, where applicable) fairly presents the financial position of Xxxxxxx or Xxxxx, as applicable, as of the respective dates thereof and fairly presents the results of operations of Xxxxxxx or Xxxxx, as applicable, for the respective periods therein set forth.
Financial Statements; Filings. (a) Central Jersey has previously delivered to Kearny copies of the audited consolidated financial statements of Central Jersey as of and for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and the unaudited consolidated financial statements for the quarter ended March 31, 2010, and Central Jersey shall deliver to Kearny, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of Central Jersey, the additional financial statements of Central Jersey as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of Central Jersey”).
Financial Statements; Filings. (a) North Penn has previously delivered to Xxxxxxx copies of the audited consolidated financial statements of North Penn as of and for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and the unaudited consolidated financial statements for the nine months ended September 30, 2010, and North Penn shall deliver to Xxxxxxx, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of North Penn, the additional financial statements of North Penn as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of North Penn”).
Financial Statements; Filings. (a) Sterling has previously delivered to Roma copies of the audited financial statements of Sterling as of and for the years ended December 31, 2008 and December 31, 2007 and unaudited financial statements for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009, and Sterling shall deliver to Roma, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter or year of Sterling, the additional financial statements of Sterling as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of Sterling”).
Financial Statements; Filings. (a) Community has previously delivered to Sun copies of the audited consolidated financial statements of Community as of and for the years ended December 31, 2002, December 31, 2001 and December 31, 2000 and unaudited consolidated financial statements for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003 and Community shall deliver to Sun, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of Community, the additional consolidated financial statements of Community as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the "Financial Statements of Community").
Financial Statements; Filings. (a) The financial statements of Company and its Subsidiaries as of and for the years ended December 31, 2003, December 31, 2004, and December 31, 2005, and for each subsequent calendar quarter (or other reporting period) or year of Company (the “Financial Statements of Company”) have been or will be prepared in accordance with generally accepted accounting principles, consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Company, and its Subsidiaries, have been, are being, and will be maintained in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Company (including the related notes, where applicable) fairly present or will fairly present in all material respects the financial position of Company and its Subsidiaries, as applicable, as of the respective dates thereof and fairly present or will fairly present in all material respects the results of operations of Company and its Subsidiaries, as applicable, for the respective periods therein set forth, subject to normal year end audit adjustments in the case of quarterly unaudited statements.
Financial Statements; Filings. (a) Company has made available to Buyer each report and statement filed by Company and each Subsidiary with any Governmental Entity (the “Company Reports”) since May 1999, which are all the forms, reports and documents required to be filed by Company during such period with any Governmental Entity, including all reports required to be filed by the Company under the Exchange Act, and such Company Reports are true, correct and complete in all material respects. As of their respective dates, the Company Reports (i) were prepared in accordance and complied in all material respects with the requirements of the applicable Governmental Entity, and the rules and regulations of such Governmental Entities applicable to such Company Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Stockholders make no representation or warranty whatsoever concerning the Company Reports as of any time other than the time they were filed.
Financial Statements; Filings. (a) Set forth in Section 3.5(a) the Company Disclosure Letter are correct and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the audited balance sheets of the Company and its consolidated Subsidiaries as of December 31 for each of the fiscal years ended December 31, 2022, 2021 and 2020, and the related audited consolidated statements of income (loss), consolidated statements of stockholders’ equity and consolidated statements of cash flows for the twelve (12) month periods then ended and (ii) the unaudited balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2023 (the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of income (loss), stockholders’ equity and cash flows for the nine-month period then ended. (b) The Financial Statements (including the related notes and schedules thereto) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the date or period set forth therein and the consolidated balance sheets, consolidated statements of income (loss), consolidated statements of stockholders’ equity (deficit) and consolidated statements of cash flows included in the Financial Statements (including any related notes and schedules thereto) fairly present in all material respects the financial condition, results of operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the periods set forth therein, in each case in accordance with GAAP, consistently applied during the periods involved. (c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
