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.
(b) Since September 30, 2010, neither Xxxxxxx nor any of its subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx except obligations and liabilities which are accrued or reserved against in the Financial Statements of Xxxxxxx or the Financial Regulatory Reports of Xxxxx, or reflected in the notes thereto. Since September 30, 2010, neither Xxxxxxx nor any of its subsidiaries has incurred or paid any obligation or liability which would be material to Xxxxxxx, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.
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.
(b) Company has provided to Buyer a correct and complete copy of the audited financial statements (including, in each case, any related notes thereto) of Company and each Subsidiary for the prior three fiscal years ended (including eleven month period ended May 31, 2005), complied as to form in all material respects with the published rules and regulations of any applicable Governmental Entity, prepared in accordance with the generally accepted accounting principles of the United States ("U.S. GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), audited by a certifying accountant registered with the Public Company Accounting Oversight Board ("PCAOB"), and each fairly presents in all material respects the financial position of Company and Subsidiaries at the respective dates thereof and the results of its operations and cash flows for the periods indicated.
(c) Company has provided to Buyer a correct and complete copy of the unaudited financial statements (including, in each case, any related notes thereto) of Company and each Subsidiary for the most recent interim period ended, complied as to form in all material respects with the published rules and regulations of any applicable Governmenta...
Financial Statements; Filings. 11 Section 3.4
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.
(b) Company has delivered or made available to Parent all reports and filings made or required to be made by Company or any of its Subsidiaries with the Regulatory Authorities, and will from time to time hereafter furnish, upon filing or furnishing the same to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities. As of the respective dates of such reports and filings, all such reports and filings did not and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) Except as set forth in Disclosure Schedule 3.3(c), since December 31, 2005, neither Company nor any of its Subsidiaries has incurred any obligation or liability (contingent or otherwise), except obligations and liabilities (i) which are accrued or reserved against in the Financial Statements of Company, or reflected in the notes thereto, or (ii) which were incurred after December 31, 2005, in the ordinary course of business consistent with past practices. Since December 31, 2005, neither Company nor any of its Subsidiaries has incurred or paid any obligation or liability ...
Financial Statements; Filings. (a) Central Jersey has previously made available to OceanFirst copies of the audited consolidated financial statements of Central Jersey as of and for the years ended December 31, 2008 and December 31, 2007 and unaudited consolidated financial statements for the quarter ended March 31, 2009, and Central Jersey shall deliver to OceanFirst, as soon as practicable following the preparation of additional consolidated financial statements for each subsequent calendar quarter (or other reporting period) or year of Central Jersey, the additional consolidated 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”).
(b) Each of the Financial Statements of Central Jersey (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with generally accepted accounting principles, which principles have been or will be consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Central Jersey 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 Central Jersey (including the related notes, where applicable) fairly present or will fairly present the financial position of Central Jersey on a consolidated basis, as applicable, as of the respective dates thereof and fairly present or will fairly present the results of operations of Central Jersey on a consolidated basis, as applicable, for the respective periods therein set forth.
Financial Statements; Filings. (a) Included in Section 4.5(a) of the Disclosure Schedule are true and correct copies of consolidated statements of financial position of the Company as at December 31, 2002, December 31, 2003 and December 31, 2004, and the related statements of income, changes in stockholders' equity and cash flow for each of the fiscal years then ended, including the notes thereto, together with the report thereon of the Company's independent auditors (the "Company Historical Financial Statements"). The Company delivered to the Buyer, on July 30, 2006, consolidated statements of financial position of the Company as at December 31, 2005, and the related consolidated statements of income, changes in stockholders' equity and cash flow for the fiscal year ended December 31, 2005, including the notes thereto (the "Company 2005 Financial Statements" and, together with the Company Historical Financial Statements, the "Financial Statements"). The Financial Statements fairly present the financial condition and the results of operations, changes in stockholders' equity and cash flows of the Company and its Subsidiaries as at the respective dates and for the periods referred to in such financial statements, all in accordance with GAAP applied on a basis consistent with prior periods, subject in the case of interim statements to normal recurring year-end adjustments that are not likely to be material in amount and the absence of notes. For the purposes of this Section 4.5(a), from and after the expiration of the Buyer's right to terminate this Agreement pursuant to Section 11.1(g) hereof (provided that this Agreement has not been terminated pursuant to Section 11.1(g)), upon delivery, of the 2005 Audited Restated Financial Statements (as defined herein) pursuant to Section 8.11(b), each reference in this Section 4.5(a) to the "Company 2005 Financial Statements" shall refer to the "2005 Company Audited Financial Statements" (as defined herein).
(b) Included in Section 4.5(b) of the Disclosure Schedule are true and correct copies of statements of financial position of ERI as at December 31, 2004, and the related statements of income, changes in stockholders' equity and cash flow for the fiscal year ended December 31, 2004, including the notes thereto, together with the report thereon of ERI's independent auditors (the "ERI Historical Financial Statements"). The Company delivered to the Buyer, on July 30, 2006, statements of financial position of ERI as at December 31, 2005, and the re...
Financial Statements; Filings. (a) FloridaFirst has previously delivered to SouthTrust copies of the financial statements of FloridaFirst as of and for the years ended September 30, 2003, September 30, 2002 and September 30, 2001, and FloridaFirst shall deliver to SouthTrust, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of FloridaFirst, the additional consolidated financial statements of FloridaFirst 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 FloridaFirst").
(b) FloridaFirst has previously delivered to SouthTrust copies of the Thrift Financial Reports of FF-Bank as of and for each of the calendar quarters in the years ended September 30, 2003, September 30, 2002 and September 30, 2001, and FF-Bank and FloridaFirst shall deliver to SouthTrust, as soon as practicable following the preparation of additional Thrift Financial Reports for each subsequent calendar quarter (or other reporting period), the Thrift Financial Reports of FF-Bank as of and for such subsequent calendar quarter (or other reporting period) (such Thrift Financial Reports, unless otherwise indicated, being hereinafter referred to collectively as the "Financial Regulatory Reports of FF-Bank").
(c) Each of the Financial Statements of FloridaFirst and each of the Financial Regulatory Reports of FF-Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with generally accepted accounting principles or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied during the periods involved, except as otherwise noted therein, and the books and records of FloridaFirst and FF-Bank 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 FloridaFirst and each of the Financial Regulatory Reports of FF-Bank (including the related notes, where applicable) fairly present or will fairly present the financial position of FloridaFirst on a consolidated basis, as applicable, and the financial position of FF-Bank (as the case may be) as of the respective dates thereof and fairly present or wil...
Financial Statements; Filings. (a) Section 3.8(a) of the Company Disclosure Schedule contains complete and accurate copies of the unaudited combined balance sheet of the Acquired Subsidiary Entities (other than BRP Leasing) as of September 30, 2013 (the “Unaudited September 2013 Balance Sheet”) and the unaudited combined statements of operations of the Acquired Subsidiary Entities (other than BRP Leasing) for the nine month period then ended (collectively, the “September 2013 Financial Statements”). The September 2013 Financial Statements were and will be derived from the Company’s historical financial statements, were and will be prepared in accordance with GAAP throughout the periods covered thereby, and accurately present the financial position of the Acquired Subsidiary Entities (other than BRP Leasing) as of the respective dates thereof and the results of operations of the Acquired Subsidiary Entities (other than BRP Leasing) for the periods covered thereby; provided, that the September 2013 Financial Statements are unaudited, are subject to audit adjustments and lack all footnote disclosures required by GAAP.
(b) Section 3.8(b) of the Company Disclosure Schedule contains complete and accurate copies of (i) the unaudited consolidated balance sheet of Brooklyn Renaissance Hotel LLC and its Subsidiaries (the “Renaissance Hotel Entities”) as of September 30, 2013 (the
Financial Statements; Filings. (a) The Company has provided to the Buyer a correct and complete copy of the audited financial statements (including, in each case, any related notes thereto) of the Company for the fiscal years ended June 30, 1999, 2001, 2002, 2003 and 2004, complied as to form in all material respects with the published rules and regulations of any applicable Governmental Entity, prepared in accordance with the generally accepted accounting principles of the United States ("U.S. GAAP") applied on a consistent basis throughout the periods involved, audited by a certifying accountant registered with the Public Company Accounting Oversight Board ("PCAOB"), and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated.
(b) The Company shall provide to the Buyer, prior to the Closing, a correct and complete copy of the audited financial statements (including all related notes thereto) of the Company for the fiscal years ended June 30, 2000, 2005, 2006 and 2007 ("Annual Financial Statements"), and such Annual Financial Statements when delivered shall be complied as to form in all material respects with the published rules and regulations of any applicable Governmental Entity, prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved, audited by a certifying accountant registered with the PCAOB, and each shall fairly present in all material respects the financial position of the Company at the date thereof and the results of its operations and cash flows for the periods indicated.
(c) The Company shall provide to the Buyer, prior to the Closing, a correct and complete copy of the unaudited financial statements (including all related notes thereto) of the Company for the fiscal quarters ended September 30, 2006, December 31, 2006, March 31, 2007 and September 30, 2007 ("Interim Financial Statements"), and such Interim Financial Statements shall be complied as to form in all material respects with the published rules and regulations of any applicable Governmental Entity, prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved, reviewed by a certifying accountant registered with the PCAOB, and shall each fairly present in all material respects the financial position of the Company at the date thereof and the results of its operations and cash flows for the periods i...
Financial Statements; Filings. 19 3.6 Absence of Certain Changes ............................................................................................ 20 3.7
