Financial Statements; SEC Reports. Since January 1, 2017, TGE and TEP, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted 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. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.
Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended December 28, 1996 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the dat...
Financial Statements; SEC Reports. (a) The audited consolidated balance sheet of ASFC and its Subsidiaries as of December 31, 1995 and December 31, 1996 and the related consolidated statements of income and cash flows for each of the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 (the "Unaudited March Balance Sheet") and the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, present fairly, in all material respects, the consolidated financial position of ASFC and its Subsidiaries as of the dates thereof and the consolidated results of operations of ASFC and its Subsidiaries for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of the unaudited interim financial statements).
(b) The audited balance sheets of ASFC and the Subsidiaries as of December 31, 1996, and the related statements of operations and statements of cash flows for the year then ended, and their respective annual statements for the fiscal year ended December 31, 1996 (the "Annual Statements") filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "Regulators"), copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the year then ended in conformity with SAP. The other information contained in the Annual Statements fairly presents in all material respects the information required to be contained therein in conformity with SAP. The balance sheets of ASFC and its Subsidiaries in respect of any period ending after December 31, 1996, and the related statements of operations and statements of cash flows, which have been filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the period then ended in conformity with SAP consistently applied.
(c) As of the date of the latest filing of an SEC Report, the SEC Reports taken as a whole, including but not limited to any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated ...
Financial Statements; SEC Reports a. The Company’s financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the SEC (the “SEC Reports”) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements or as disclosed in Schedule 2.8(a) of the Company Disclosure Schedules, the Company has no material liabilities (contingent or otherwise). The Company is not a guarantor or indemnitor of any indebtedness of any other Person. The Company maintains a standard system of accounting established and administered in accordance with U.S. GAAP.
b. Except as disclosed in Schedule 2.8(b) of the Company Disclosure Schedules, since December 31, 2008, the Company has timely filed all of its SEC Reports. Each of the SEC Reports, as the same may have been amended, has complied in all material respects with the applicable provisions of the Securities Act and the Exchange Act and/or regulations promulgated thereunder.
Financial Statements; SEC Reports. (a) Section 3.6(a) of the Seller Disclosure Schedule sets forth, with respect to each Insurance Company that is required to file statutory financial statements, true and complete copies of (i) the audited annual statutory financial statements of the Insurance Companies (together with all notes thereto) as of and for the years ended December 31, 2020 and December 31, 2019 and (ii) the unaudited interim statutory balance sheets of the Insurance Companies as of March 31, 2021 (collectively, the “Statutory Statements”).
(b) The Company maintains, in all material respects, (i) books and records in compliance with Applicable Law and (ii) proper and adequate systems of internal accounting controls designed to provide reasonable assurance that: (A) transactions are executed with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements in conformity in all material respects with SAP, (C) access to its assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate actions are taken with respect to any differences. To the Knowledge of Seller, since January 1, 2019, neither the Company nor Seller has received any material claim regarding the internal accounting controls of the Company. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to Seller’s auditors and the audit committee of the board of directors of Seller, (1) all “significant deficiencies” or “material weaknesses” in the design or operation of internal control over financial reporting which are reasonably likely to materially adversely affect the Company or any Company Subsidiaries’ ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company or such Company Subsidiaries’ internal control over financial reporting. No material weakness in the Company’s or any Company Subsidiaries’ internal control over financial reporting or reportable conditions existed as of December 31, 2020.
(c) The statutory policy reserves required by SAP to be held with respect to the Insurance Contracts reported in the Statutory Statements (i) were determined, in all material...
Financial Statements; SEC Reports. 31 3.9 Absence of Certain Changes.......................... 33 3.10
Financial Statements; SEC Reports. Borrower shall keep its books of account in accordance with GAAP and shall furnish to Lender within 120 days after the close of its fiscal year a balance sheet as of the close of such year, and statements of income and retained earnings and statements of cash flows for such year. Such statements shall be consolidated statements of Borrower and its Subsidiaries and shall be audited and certified by Borrower's independent public accountants. Within 60 days after each fiscal quarter, Borrower shall furnish to Lender a balance sheet and income statement certified by the chief financial officer of Borrower. Borrower, with reasonable promptness, shall furnish to Lender such other data as Lender may reasonably request and will at all times and from time to time permit Lender by or through any of its officers, authorized agents, employees, attorneys, or accountants to inspect and make extracts from Borrower's books and records. Borrower shall also furnish Lender, within five (5) days of the filing or delivery described below, a copy of all reports on Forms 10-K, 10-Q and 8-K, and of all proxy statements and annual or quarterly reports to shareholders, that Borrower files with (or is required to deliver to) the Securities and Exchange Commission pursuant to applicable provisions of the Securities Exchange Act of 1934, as amended, or regulations promulgated thereunder.
Financial Statements; SEC Reports. The financial statements of the Company included in the reports the Company has filed with the Commission under the Securities Act and the Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the foregoing materials being collectively referred to herein as the “SEC Reports”), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted 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.
Financial Statements; SEC Reports. 9 3.12 Absence of Undisclosed Liabilities...........................9 3.13
Financial Statements; SEC Reports. Except as set forth on the eSat Disclosure Schedule, the consolidated financial statements, financial statement schedules and notes to such financial statements and schedules of eSat ("eSat Financial Statements") contained in eSat's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the SEC ("eSat Form 10-K") are complete and correct and were prepared in accordance with generally accepted accounting principles applied on a consistent basis except as noted therein, and fairly present the information purported to be shown therein. All eSat Financial Statements have been prepared from the books and records of eSat and its subsidiaries, which accurately and fairly reflect the transactions and dispositions of the assets of eSat and its subsidiaries. Neither eSat nor any of its subsidiaries had any material liabilities, contingent or otherwise, whether due or to become due, known or unknown, other than as indicated on the latest balance sheets ("Latest eSat Balance Sheet") included in the eSat Financial Statements. eSat and its subsidiaries have adequately funded all accrued employee benefit costs and such funding is reflected in the balance sheets included in the eSat Financial Statements. eSat's Form 10-K and eSat's other public filings with the SEC are collectively referred to as the "eSat Filings."
