Common use of Preparation of Financial Statements Clause in Contracts

Preparation of Financial Statements. The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Guarantor and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the preliminary prospectus and the Prospectus under the captions “Summary Consolidated Financial Data of Anixter International” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The Guarantor’s ratios of earnings to fixed charges set forth in each of the preliminary prospectus and the Prospectus under the caption “Ratios of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Anixter International Inc), Underwriting Agreement (Anixter International Inc)

AutoNDA by SimpleDocs

Preparation of Financial Statements. The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position of the Guarantor Partnership and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the preliminary prospectus Preliminary Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Consolidated Historical Financial Data of Anixter InternationalData” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The GuarantorPartnership’s ratios of earnings to fixed charges set forth in each of the preliminary prospectus Preliminary Prospectus and the Prospectus under the caption captions Ratios Prospectus Supplement Summary— Summary Consolidated Historical Financial Data,” and “Ratio of Earnings Earning to Fixed Charges” and in Exhibit 12 12.1 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Suburban Propane Partners Lp)

Preparation of Financial Statements. The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position of the Guarantor Partnership and its consolidated subsidiaries and Inergy and its subsidiaries, as applicable, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus and the Disclosure Package fairly present the information called for in all material respects and have been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the preliminary prospectus Preliminary Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Consolidated Historical Financial Data of Anixter InternationalData” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The GuarantorPartnership’s ratios of earnings to fixed charges set forth in each of the preliminary prospectus Preliminary Prospectus and the Prospectus under the caption captions Ratios Prospectus Supplement Summary—Summary Consolidated Historical Financial Data,” and “Ratio of Earnings to Fixed Charges” and in Exhibit 12 12.1 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Suburban Propane Partners Lp)

Preparation of Financial Statements. The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position of the Guarantor Partnership and its consolidated subsidiaries and Inergy and its subsidiaries, as applicable, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus and the Disclosure Package fairly present the information called for in all material respects and have been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the preliminary prospectus Preliminary Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Consolidated Historical Financial Data of Anixter InternationalData” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The GuarantorPartnership’s ratios of earnings to fixed charges set forth in each of the preliminary prospectus Preliminary Prospectus and the Prospectus under the caption captions Ratios Prospectus Supplement Summary— Summary Consolidated Historical Financial Data,” and “Ratio of Earnings Earning to Fixed Charges” and in Exhibit 12 12.1 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Suburban Propane Partners Lp)

Preparation of Financial Statements. The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the ProspectusProspectus present fairly, together with the related schedules and notesin all material respects, present fairly the consolidated financial position of the Guarantor Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the preliminary prospectus Preliminary Prospectus and the Prospectus under the captions “Summary—Summary Historical Consolidated Financial Data of Anixter InternationalData” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The GuarantorCompany’s ratios of earnings to fixed charges set forth in each of the preliminary prospectus Preliminary Prospectus and the Prospectus under the caption captions Ratios Ratio of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Briggs & Stratton Corp)

Preparation of Financial Statements. The audited consolidated financial statements filed with and related notes and supporting schedules of the Commission as a part of or Company and the Subsidiaries incorporated by reference in into the Registration Statement and included or incorporated by reference in Statement, the General Disclosure Package and the ProspectusProspectus (the “Financial Statements”) present fairly, together with in all material respects, the related schedules and notesfinancial position, present fairly the consolidated financial position of the Guarantor and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows of the Company and its consolidated Subsidiaries, as of the respective dates and for the respective periods specified. to which they apply and have been prepared in accordance with generally accepted accounting principles of the United States, applied on a consistent basis throughout the periods involved (“GAAP”) and the requirements of Regulation S-X. The supporting schedules included or incorporated by reference financial data set forth under the captions “Summary Selected Consolidated Historical Financial Information” in the Registration Statement present fairly Statement, the General Disclosure Package and the Prospectus has been prepared on a basis consistent with that of the Financial Statements. The unaudited as adjusted financial information required to be stated therein. Such financial statements and related notes and supporting schedules comply as to form of the Company and the Subsidiaries contained in the Registration Statement, the General Disclosure Package and the Prospectus have been prepared in accordance with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied properly presented on the basis described therein, and give effect to assumptions used in the United States applied preparation thereof that are on a consistent reasonable basis throughout and in good faith and the periods involvedadjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All other financial, except as may be expressly stated statistical and market and industry data and forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the related notes theretoRegistration Statement, the General Disclosure Package and the Prospectus are fairly and accurately presented, in all material respects, are based on or derived from sources that the Company believes to be reliable and accurate and are presented on a reasonable basis. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in , the preliminary prospectus General Disclosure Package and the Prospectus under the captions “Summary Consolidated Financial Data of Anixter International” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The Guarantor’s ratios of earnings to fixed charges set forth in each of the preliminary prospectus and the Prospectus under the caption “Ratios of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities ActProspectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus Statement fairly present presents the information called for in all material respects and have has been prepared in accordance with the CommissionSEC’s rules and guidelines applicable thereto. To the extent applicable, all disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the SEC’s rules and regulations) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act, as applicable.

Appears in 1 contract

Samples: Purchase Agreement (Astoria Financial Corp)

Preparation of Financial Statements. The financial statements of the Company and its subsidiaries filed with the Commission as a part of or and incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Guarantor Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations operations, stockholders’ equity and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the preliminary prospectus Preliminary Prospectus and the Prospectus under the captions “Summary Consolidated Financial Data of Anixter InternationalData” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained incorporated by reference in the Registration Statement. The Guarantor’s ratios of earnings to fixed charges set forth in each of the preliminary prospectus and the Prospectus under the caption “Ratios of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto. All disclosures contained in the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the Exchange Act.

Appears in 1 contract

Samples: Underwriting Agreement (Penske Automotive Group, Inc.)

AutoNDA by SimpleDocs

Preparation of Financial Statements. The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Guarantor and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of Regulation S-X the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the preliminary prospectus and the Prospectus under the captions “Summary Consolidated Financial Data of Anixter International” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The Guarantor’s ratios of earnings to fixed charges set forth in each of the preliminary prospectus Preliminary Prospectus and the Prospectus under the caption “Ratios of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Anixter International Inc)

Preparation of Financial Statements. The audited consolidated financial statements filed with and related notes and supporting schedules of the Commission as a part of or Company and its consolidated subsidiaries incorporated by reference in into the Registration Statement and included or incorporated by reference in Statement, the General Disclosure Package and the ProspectusProspectus (the “Financial Statements”) present fairly, together with in all material respects, the related schedules financial position, results of operations and notes, present fairly the consolidated financial position cash flows of the Guarantor Company and its consolidated Subsidiaries, as of the respective dates and for the respective periods to which they apply and have been prepared in accordance with generally accepted accounting principles of the United States, applied on a consistent basis throughout the periods involved (“GAAP”) and the requirements of Regulation S-X. The financial data set forth under the caption “Summary Selected Consolidated Historical Financial Information” in the Registration Statement, the General Disclosure Package and the Prospectus has been prepared on a basis consistent with that of the Financial Statements. The unaudited as adjusted financial information and related notes and supporting schedules of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference contained in the Registration Statement present fairly Statement, the information required to be stated therein. Such financial statements General Disclosure Package and supporting schedules comply as to form the Prospectus have been prepared in accordance with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied properly presented on the basis described therein, and give effect to assumptions used in the United States applied preparation thereof that are on a consistent reasonable basis throughout and in good faith and the periods involvedadjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All other financial (including all pro forma financial data), except as may be expressly stated statistical data and market and industry data and forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the related notes theretoRegistration Statement, the General Disclosure Package and the Prospectus are fairly and accurately presented, in all material respects, are based on or derived from sources that the Company believes to be reliable and accurate and are presented on a reasonable basis. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in , the preliminary prospectus General Disclosure Package and the Prospectus under the captions “Summary Consolidated Financial Data of Anixter International” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The Guarantor’s ratios of earnings to fixed charges set forth in each of the preliminary prospectus and the Prospectus under the caption “Ratios of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities ActProspectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus Statement fairly present presents the information called for in all material respects and have has been prepared in accordance with the CommissionSEC’s rules and guidelines applicable thereto. To the extent applicable, all disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the SEC’s rules and regulations) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act, as applicable.

Appears in 1 contract

Samples: Purchase Agreement (Astoria Financial Corp)

Preparation of Financial Statements. The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial position of the Guarantor Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form in all material respects with the applicable accounting requirements of Regulation S-X the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the preliminary prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Selected Financial and Operating Data”, “Selected Consolidated Historical Financial Data of Anixter InternationalData” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The GuarantorCompany’s ratios of earnings to fixed charges set forth in each of the preliminary prospectus and the Preliminary Prospectus Supplement under the caption captions Ratios of Earnings to Fixed ChargesPreliminary Prospectus Summary—Summary Selected Financial and Operating Data” and “Selected Consolidated Historical Financial Data” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Alliant Techsystems Inc)

Preparation of Financial Statements. The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Guarantor Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the preliminary prospectus Preliminary Prospectus and the Prospectus under the captions “Summary—Summary Consolidated Historical Financial Data of Anixter InternationalData” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The GuarantorCompany’s ratios of earnings to fixed charges set forth in each of the preliminary prospectus Preliminary Prospectus and the Prospectus under the caption captions Ratios of Earnings to Fixed ChargesSummary—Summary Consolidated Historical Financial Data” and in Exhibit 12 12.1 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Scotts Miracle-Gro Co)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!