Financial Statements; Material Adverse Effect; Internal Controls Sample Clauses

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone and its Subsidiaries included (or incorporated by reference) in Limestone’s SEC filings (including the related notes, where applicable) (A) have been prepared from, and are in accordance with, the books and records of Limestone and its Subsidiaries, (B) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Limestone 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 recurring year-end audit adjustments normal in nature and amount), (C) complied as to form, 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 (D) 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. As of the date hereof, the books and records of Limestone and its Subsidiaries have been maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Xxxxx LLP has not resigned (or informed Xxxxxxxxx that it intends to resign) or been dismissed as independent public accountants of Limestone as a result of or in connection with any disagreements with Limestone on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (ii) Neither Limestone nor any of its Subsidiaries has incurred any liability or obligation of any nature whatsoever, except for (A) those liabilities that are reflected or reserved against on the consolidated balance sheet of Limestone included in its Annual Report on Form 10-K for fiscal year ended December 31, 2021 (including any notes thereto), (B) liabilities incurred in the ordinary course of business consistent in nature and amount with past practice since December 31, 2021 or (C) in connection with this Agreement and the transactions contemplated hereby. (iii) Since December 31, 2021, (A) Limestone and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, and (B) no event has occurred or circu...
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Financial Statements; Material Adverse Effect; Internal Controls. (i) Farmers has delivered or will deliver to City (A) audited consolidated financial statements for each of the fiscal years ended December 31, 2017, 2016 and 2015, consisting of consolidated balance sheets and the related consolidated statements of income and shareholders’ equity and cash flows for the fiscal years ended on such date, including the footnotes thereto and the reports prepared with respect thereto by Xxxxx LLP, Farmers’ independent registered public accounting firms, and (B) unaudited consolidated financial statements for the interim period ended May 31, 2018 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income (collectively, “Farmers’ Financial Statements”). Farmers’ Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods indicated, and fairly present the financial position of Farmers as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim financial statements to normal year‑end adjustments and the absence of notes thereto. Except as set forth in Farmers’ Financial Statements, Farmers and its Subsidiaries have no liabilities or obligations as of the date hereof except those incurred in the ordinary course of business. (ii) Since December 31, 2017, Farmers and Farmers Deposit Bank have not incurred any material liability not disclosed in Farmers’ Financial Statements. (iii) Since December 31, 2017, (A) Farmers and Farmers Deposit Bank have conducted their respective businesses in the ordinary and usual course consistent with past practice and (B) to the Knowledge of Farmers, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events, is reasonably likely to have a Material Adverse Effect with respect to Farmers or Farmers Deposit Bank. 13080998v7 (iv) Farmers has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and ...
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Financial Statements; Material Adverse Effect; Internal Controls. The financial statements of City and its Subsidiaries included (or incorporated by reference) in City’s SEC filings (including the related notes, where applicable)
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Financial Statements; Material Adverse Effect; Internal Controls. The consolidated financial statements of Xxxxx and its Subsidiaries included (or incorporated by reference) in Xxxxx’x SEC filings (including the related notes, where applicable)
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Financial Statements; Material Adverse Effect; Internal Controls. (i) FNHC has delivered or will deliver to PFBI (A) audited consolidated financial statements for each of the fiscal years ended December 31, 2018, 2017 and 2016, consisting of consolidated balance sheets and the related consolidated statements of income and shareholders’ equity and cash flows for the fiscal years ended on such date, including the footnotes thereto and the reports prepared with respect thereto by Summers, McCrary & Sparks, P.S.C., FNHC’s independent registered public accounting firm, and (B) unaudited consolidated financial statements for the interim period ended May 31, 2019 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income (collectively, “FNHC’s Financial Statements”). FNHC’s Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods indicated, and fairly present the financial position of FNHC as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim financial statements to normal adjustments and the absence of notes thereto. Except as set forth in FNHC’s Financial Statements, FNHC and its Subsidiaries have no liabilities or obligations as of the date hereof except those incurred in the ordinary course of business.
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Related to Financial Statements; Material Adverse Effect; Internal Controls

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Date, there has been no Material Adverse Effect.

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