Financial Statements; Financial Reporting Sample Clauses

Financial Statements; Financial Reporting. (a) The unaudited consolidated balance sheet (the “Balance Sheet”) and unaudited income statements and audited accounts for the Group Companies for the two years ended 31 December 2022 (the “Statement Date”) (collectively, the financial statements referred to above, the “Financial Statements”) and the management accounts for the Group Companies for the seven months period ended 31 July 2023 (the “Supplemental Statement Date”) (i) have been prepared in accordance with the books and records of the Group Companies, (ii) give a true and fair view of the financial condition and position of the Group Companies as of the dates indicated therein and the results of operations and cash flows of the Group Companies for the periods indicated therein, (iii) were prepared in accordance with the Accounting Standards applied on a consistent basis throughout the periods involved, (iv) are accurate in all material respects, and, where applicable, make appropriate provision for all bad and doubtful debts, all deferred or contingent or disputed liabilities, and for all consideration payable to any pension, retirement, redundancy or other employment benefit scheme concerning any Group Company, whether liquidated or unliquidated at the date thereof, and (v) make depreciation of fixed assets at rates sufficient to spread the cost over their respective estimated useful lives to the Group Companies.
Sample 1
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Financial Statements; Financial Reporting. (a) The Company has delivered to Western true, correct and complete copies of the unaudited balance sheet of the Company as of December 31, 2013, and the related unaudited statements of earnings, Members’ equity and cash flows of the Company for the period ended December 31, 2013. The Members shall deliver to Western, no later than sixty (60) days after the Closing Date, true, correct and complete copies of the audited balance sheet of the Company as of the Closing Date, and the related audited statements of earnings, Members’ equity and cash flows of the Company for the period ended on the Closing Date. Such unaudited balance sheet fairly presents, and such audited balance sheet shall fairly present, the financial condition, assets, liabilities and Members’ equity of the Company, as of its date; such unaudited statement of earnings and Members’ equity fairly presents, and such audited statement of earnings and Members’ equity shall fairly present, the results of operations of the Company for the periods indicated; and such unaudited statement of cash flows fairly presents, and such audited statement of cash flows shall fairly present, the information purported to be shown therein. The audited and unaudited financial statements referred to in this Section 2.6(a), including all notes and schedules thereto, have been prepared, and shall be prepared, in accordance with generally accepted accounting principles in the United States (“GAAP”), and are, and shall be, in accordance with the books and records of the Company, which books and records are correct and complete in all material respects.
Sample 1
Financial Statements; Financial Reporting. (a) PICA has made available to PRA complete copies of (i) the audited consolidated balance sheets of each of PICA and the consolidated PICA Subsidiaries as of December 31, 2007, 2006 and 2005, and the related audited consolidated statements of earnings, policyholders’ equity and cash flows for PICA and the consolidated PICA Subsidiaries for the years ended December 31, 2007, 2006 and 2005, together with reports on all such financial statements by Ernst & Young LLP, and (ii) the unaudited consolidated balance sheets for PICA and the consolidated PICA Subsidiaries as of June 30, 2008 and the related unaudited consolidated statements of earnings, policyholders’ equity and cash flows for the six (6) month period ended June 30, 2008 (such financial statements are collectively referred to as the "Consolidated Financial Statements").
Sample 1
Financial Statements; Financial Reporting. (a) PIC WISCONSIN has delivered to PRA true, correct and complete copies of (i) the audited balance sheets of each of PIC WISCONSIN and the PIC WISCONSIN Insurance Subsidiaries as of December 31, 2004, 2003 and 2002, and the related audited statements of earnings, shareholders' equity and cash flows of each of PIC WISCONSIN and the PIC WISCONSIN Insurance Subsidiaries for the periods ended December 31, 2004, 2003 and 2002, together with unqualified reports on all such financial statements by PricewaterhouseCoopers LLP, and (ii) the unaudited balance sheets of each of PIC WISCONSIN and the PIC WISCONSIN Insurance Subsidiaries as of September 30, 2005 and the related unaudited statements of earnings, shareholders' equity and cash flows for the nine (9)-month period ended September 30, 2005.
Sample 1
Financial Statements; Financial Reporting. (a) “NORCAL SAP Statements” means (i) the annual statutory statements of each of NORCAL and the NORCAL Insurance Subsidiaries filed with any Insurance Regulator for each of the years ended December 31, 2016, December 31, 2017 and December 31, 2018, (ii) the quarterly statutory statements of each of NORCAL and the NORCAL Insurance Subsidiaries filed with any Insurance Regulator for each quarterly period in 2019 prior to the date of this Agreement, and (iii) all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection with such annual statutory statements and quarterly statutory statements. (b) All such NORCAL SAP Statements were prepared (i) in conformity with statutory accounting principles prescribed or permitted by the Insurance Regulators consistently applied (“SAP”) and (ii) in accordance with the books and records of NORCAL and the NORCAL Insurance Subsidiaries. The NORCAL SAP Statements, when read in conjunction with the notes thereto and any statutory audit reports relating thereto, present fairly in all material respects the financial condition and results of operations of NORCAL and the NORCAL Insurance Subsidiaries for the dates and periods indicated in accordance with SAP. The annual balance sheets and income statements included in the NORCAL SAP Statements have been, where required by Insurance Laws, audited by an independent accounting firm of recognized national reputation. In accordance with Section 5.7(b) of the NORCAL Disclosure Schedule, NORCAL has made available to PRA true and complete copies of all of the NORCAL SAP Statements and all audit opinions related thereto. (c) Each of NORCAL and the NORCAL Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls over financial reporting which provide reasonable assurance regarding the reliability of financial reporting. Neither the auditors nor the board of directors or audit committee of NORCAL or any NORCAL Subsidiary have been advised by their accountants with respect to the audited consolidated balance sheets of NORCAL and the NORCAL Subsidiaries as of December 31, 2018, and the related consolidated audited statements of earnings, policyholders’ equity and cash flows of NORCAL and the NORCAL Subsidiaries for the period ended December 31, 2018 of: (x) any significant deficiencies or material weaknesses ...
Sample 1
Financial Statements; Financial Reporting. (a) Medmarc has made available to PRA correct and complete copies of the audited combined statements of admitted assets, liabilities and capital and surplus–statutory basis of Medmarc Mutual Insurance Company and its wholly-owned subsidiaries as of December 31, 2011, 2010 and 2009, and the related audited combined statements of income and changes in capital and surplus–statutory basis and cash flows–statutory basis for the years ended December 31, 2011, 2010 and 2009, together with reports on all such financial statements by Xxxxxxx Xxxxxxx & Co., LLP (“Xxxxxxx Xxxxxxx”) (such financial statements are collectively referred to as the “Combined Financial Statements”).
Sample 1

Related to Financial Statements; Financial Reporting

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

  • Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.

  • SEC Filings; Financial Statements; Internal Controls (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, 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 the light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

  • Financial Statements; Financial Condition All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • Financial Reports Borrower shall furnish to Agent the financial statements and reports listed hereinafter (the “Financial Statements”):

  • Reports; Financial Statements (a) Since January 1, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will 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; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act.

  • Quarterly Financial Reports The School shall prepare and submit quarterly financial reports to the Commission within 45 days of the end of each fiscal year quarter.

  • Financial Reports, Etc 74 9.2. Maintain Properties............................................................................76 9.3. Existence, Qualification, Etc..................................................................76 9.4. Regulations and Taxes..........................................................................76 9.5. Insurance, Proceeds and Condemnation...........................................................76 9.6.

  • SEC Filings; Financial Statements (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not 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 made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

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