Reports and Financial Information. (a) The Purchaser has filed, or furnished, as applicable, all reports, schedules and definitive proxy statements or information statements required to be filed or furnished with the SEC pursuant to the Exchange Act since December 31, 2003 (all such reports, schedules and definitive proxy statements, and amendments thereto, collectively, the “Purchaser SEC Reports”). The Purchaser SEC Reports (i) were prepared in accordance with the applicable requirements of the Exchange Act and with the provisions of SOX then in effect and applicable to such filings when made. None of the Purchaser SEC Reports nor any report filed by Purchaser with the FDIC, the Federal Reserve Board, the OCC or other banking regulatory agency, and no registration statement or offering materials made or given by Purchaser to stockholders of the Purchaser since December 31, 2003, as of the respective dates thereof (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing) contain any untrue statement of a material fact or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.
(b) Each of the balance sheets (including the related notes thereto) included in the Purchaser SEC Reports fairly present the financial position of the Purchaser and its Subsidiaries as of the date thereof, and the other related financial statements (including the related notes thereto) included therein fairly present the results of operations and the changes in cash flows and stockholders’ equity of the Purchaser and its Subsidiaries for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to (x) normal year-end adjustments, and (y) the permitted exclusion of all footnotes that would otherwise be required by GAAP.
(c) The Purchaser maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding...
Reports and Financial Information. (a) The Company has filed in a timely manner, all reports required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act since February 13, 1997, including, without limitation, an Annual Report on Form 10-KSB for the year ended December 31, 1997 (collectively, the "SEC Reports"), and has previously furnished or made available to the Purchasers true and complete copies of all SEC Reports. None of the SEC Reports or any registration statement, definitive proxy statement and other documents filed by the Company with the SEC since February 13, 1997 (collectively, the "33 and 34 Act Reports"), as of their respective dates (as amended through the date hereof), (i) contained any untrue statement of a material fact or omitted 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 or (ii) failed to comply with the requirements of the Securities Act, the Exchange Act or the respective rules and regulations of the SEC thereunder.
(b) Except as set forth on Schedule 3.5(b) attached hereto, the financial statements contained in the 33 and 34 Act Reports, and the related statements of operations and statements of cash flows for the period then ended (collectively, the "Financial Statements")
(i) were in accordance with the books and records of the Company, (ii) presented fairly the consolidated financial condition and results of operations of the Company as of the dates and for the periods indicated and (iii) were prepared in accordance with GAAP consistently applied (except as set forth in the notes thereto and subject, in the case of Financial Statements as at the end of or for the periods other than fiscal years, to normal year-end audit adjustments, provided that such adjustments are not material individually or in the aggregate).
(c) The Financial Statements complied, when filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.
(d) The pro forma financial statements (including a balance sheet and income statement) attached to Schedule 3.5(d), fairly present the pro forma financial condition and results of operations of the Company as of and for the periods covered thereby. Except as set forth or provided for in the pro forma financial statements the Company does not have any material liabilities, co...
Reports and Financial Information. (a) Set forth on Schedule 4.3 is the unaudited Performance Financial Statement of the Business and associated support activities for the year ended December 31, 2014. The Performance Financial Statement (i) has been prepared on a performance basis consistent with Seller Parent’s accounting policies, which accounting policies are in accordance with U.S. GAAP, and Seller Parent’s internal management reporting policies and procedures; (ii) has been prepared from the Books and Records; and (iii) presents fairly in all material respects the results of operations of the Business and associated support activities for the period presented.
(b) Seller Parent maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are made in accordance with management’s authorization, (ii) that transactions are recorded as necessary to permit the preparation of Seller Parent’s consolidated financial statements in conformity with U.S. GAAP and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Seller Parent’s properties or assets.
(c) Seller Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that information required to be disclosed by Seller Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Seller Parent’s principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Seller Parent required under the Exchange Act with respect to such reports.
Reports and Financial Information. For so long as the Company is subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, to furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three fiscal quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its shareholders consolidated summary financial information of the Company and its consolidated subsidiaries for such quarter in reasonable detail; provided that any report, communication or financial statement furnished or filed with the Commission that is publicly available on the Commission’s XXXXX system shall be deemed to have been furnished to the Representatives at the time furnished or filed with the Commission;
Reports and Financial Information. (a) The audited consolidated financial statements of the Company and the Subsidiaries included in the Final Memorandum present fairly in all material respects the financial position, results of operations and cash flows of the Company and the Subsidiaries at the dates and for the periods to which they relate and have been prepared in accordance with GAAP applied on a consistent basis, except as otherwise stated therein. The summary and selected financial and statistical data in the Final Memorandum present fairly in all material respects the information shown therein and have been prepared and compiled on a basis consistent with the audited financial statements included therein, except as otherwise stated therein. PricewaterhouseCoopers LLP (the "Independent Accountants") is an independent public accounting firm within the meaning of Rule 2-01 of Regulation S-X.
(b) The pro forma financial statements (including the notes thereto) and the other pro forma financial information included in the Final Memorandum (i) comply as to form in all material respects with the applicable requirements of Regulation S-X promulgated under the Exchange Act, (ii) have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements, and (iii) have been properly computed on the bases described therein; the assumptions used in the preparation of the pro forma financial data and other pro forma financial information included in the Final Memorandum are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein.
Reports and Financial Information. 14 3.5 Absence of Undisclosed Liabilities.............................................. 14
Reports and Financial Information. The Company has previously furnished or otherwise made available to the Purchaser any/all pertinent financial information of the Company as of the date herein, including the Company’s unaudited balance sheet and the unaudited statement of operations and cash flows as at March 31, 2018 (“Balance Sheet Date”). Such financial statements (a) are in accordance with the books and records of the Company, (b) present fairly in all material respects the financial condition of the Company at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified and (c) have been prepared in accordance with US GAAP applied on a basis consistent with prior accounting periods. Since the Company Balance Sheet Date, the Company has not (a) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except for fees, expenses and liabilities incurred in connection with the Merger and related transactions and current liabilities incurred in the usual and ordinary course of business, (b) discharged or satisfied any Liens other than those securing, or paid any obligation or liability other than, current liabilities shown on the Balance Sheet and current liabilities incurred since the Company Balance Sheet Date, in each case in the usual and ordinary course of business, (c) mortgaged, pledged or subjected to Lien any of its assets, tangible or intangible other than in the usual and ordinary course of business, (d) sold, transferred or leased any of its assets, except in the usual and ordinary course of business, (e) cancelled or compromised any debt or claim, or waived or released any right, of material value, (f) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Condition of the Company, (g) entered into any transaction other than in the usual and ordinary course of business, (h) encountered any labor union difficulties, (i) made or granted any wage or salary increase or made any increase in the amounts payable under any profit sharing, bonus, deferred compensation, severance pay, insurance, pension, retirement or other employee benefit plan, agreement or arrangement, other than in the ordinary course of business consistent with past practice, or entered into any employment agreement, (j) issued or sold any shares of capital stock, bonds, notes, debentures or other securities or gr...
Reports and Financial Information. In addition to any other reports and financial information which the Guarantors must provide to the Lender under the Agreement, each Guarantor shall furnish to the Lender:
(a) concurrently with the delivery to the Internal Revenue Service of each corporate federal income tax return for the Guarantors, a true and correct copy of each such return; and
(b) from time to time, such other information in each Guarantor's possession or control as the Lender may reasonably request.
Reports and Financial Information. The Guarantor shall furnish to the Bank:
(a) Within one hundred twenty (120) calendar days after the end of each fiscal year of the Guarantor, the annual financial statement of the Guarantor consisting of a balance sheet, statement of income and retained earnings, statement of shareholders’ equity and statement of cash flows for the fiscal year then ended, which shall present fairly the Guarantor’s financial position and the results of its operations and cash flows during such year, prepared in conformity with generally accepted accounting principles, on a basis consistent with that of the preceding fiscal year, and shall be certified by the Guarantor to the effect that such financial statements present fairly the Guarantor’s financial position at the close of such year and the results of its operations and cash flows, in accordance with generally accepted accounting principles. Guarantor may satisfy the foregoing requirements by delivering to the Bank within thirty (30) days after the filing thereof with the Securities and Exchange Commission, a true and correct copy of Guarantor’s Annual Report on Form 10-K.
(b) Within 10 business days after the delivery to the Internal Revenue Service of each corporate federal income tax return for the Guarantor, a true and correct copy of each such return. In the event that Guarantor files an extension of time for filing the tax return, a copy of the request for extension shall be delivered to the Bank within thirty (30) days of the filing of the extension request. In the event the extension is granted, the time within which the tax return is to be delivered to the Bank by the Guarantor shall be extended accordingly.
(c) From time to time, such other information in the Guarantor’s possession or control as the Bank may reasonably request.
Reports and Financial Information. Until termination of the --------------------------------- Financing Agreement and payment and satisfaction of all Obligations due hereunder, the Company agrees that, unless the Agent (acting at the direction of the Required Lenders) shall have otherwise consented in writing, the Company will furnish to the Agent, within ninety (90) days after the end of each fiscal year of the Company, an audited Consolidated Balance Sheet and an audited Consolidating Balance Sheet as at the close of such year, and statements of profit and loss, cash flow and reconciliation of surplus of the Company and all subsidiaries of each for such year, audited and certified by independent public accountants selected by the Company and satisfactory to the Agent; and within thirty (30) days after the end of each month a Consolidated Balance Sheet as at the end of such period and statements of profit and loss, cash flow and surplus of the Company and all subsidiaries for such period, certified as to fairness of presentation and accuracy by an authorized financial or accounting officer of the Company; promptly upon the mailing thereof to the shareholders of the Company generally, copies of all financial statements, reports and proxy statements so mailed; promptly upon the filing thereof, copies all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Company shall have filed with the Securities and Exchange Commission; and from time to time, such further information regarding the business affairs and financial condition of the Company as the Agent may reasonably request, including without limitation annual cash flow projections in form satisfactory to the Agent. Each financial statement which the Company is required to submit hereunder must be accompanied by an officer's certificate, signed by the President, Vice President, Controller, or Treasurer, pursuant to which any one such officer must certify that: (i) the financial statement(s) fairly and accurately represent(s) the Company's financial condition at the end of the particular accounting period, as well as the Company's operating results during such accounting period, subject to year-end audit adjustments; (ii) during the particular accounting period: (x) there has been no default or condition which, with the passage of time or notice, or both, would constitute a Default or Event of Default under this Financing Ag...
