Financial and Statutory Statements Sample Clauses

Financial and Statutory Statements. (a) Seller has previously furnished or made available (or in the case of financial statements for periods after the quarter ending March 31, 2000, will promptly furnish or make available) to Buyer the following financial statements (collectively, the "Financial Statements"): (i) audited consolidated balance sheets of Seller, Liberty Marketing and Liberty Services, unaudited consolidated balance sheets of Liberty Life and of each Company Subsidiary as at December 31 in each of the years 1997 through 1999, and audited consolidated balance sheets of Liberty Bermuda as at December 31 in each of the years 1997 and 1998 and unaudited consolidated balance sheets of Liberty Bermuda as at December 31, 1999, and the related audited statements of income, changes in stockholders' equity and cash flow for each of the fiscal years then ended, together with the notes thereto and, in the case of the audited balance financial statements, the report thereon of Ernst & Young, independent certified public accountants and (ii) unaudited balance sheets of Seller, each Company and each Company Subsidiary as at March 31, 2000 and for the quarters thereafter ending more than 30 days prior to the Closing, for Seller and each Company and each Company Subsidiary, as the case may be, and the related unaudited statements of income, changes in stockholders' equity and cash flow for the three months then ended, including in each case any notes thereto, with respect to each item in Subsection (ii) only, each to the extent that such Financial Statements have been prepared in the past in the Ordinary Course of Business (as defined in Section 3.7 hereof).
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Financial and Statutory Statements. (a) Prior to the date of this Agreement, Seller has made available to Purchaser and Life Reinsurer copies of (1) the unaudited annual balance sheets of the Company as of October 31, 2009 and 2008 and the related unaudited statements of income for the fiscal years then ended and (2) the unaudited quarterly balance sheet of the Company as of July 31, 2010 and the related unaudited statements of income for such period (the financial statements referenced in clauses (1) and (2), collectively, the “GAAP Financial Statements”). The GAAP Financial Statements (A) were derived from and are consistent with the Books and Records, (B) were prepared in accordance with GAAP applied on a consistent basis during the periods presented, (C) fairly present, in all material respects, in accordance with GAAP, the financial position, results of operations, assets and liabilities of the Company as of the respective dates of, and for the periods referred to in, the GAAP Financial Statements, subject, in the case of quarterly financial statements, to the absence of notes and schedules and to normal year-end adjustments that are not or would not be material in amount or effect and (D) were prepared in compliance with the internal control procedures of the Company.
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Financial and Statutory Statements. 11 3.6 Tax Returns and Audits............................................................... 12 3.7 No Material Adverse Changes.......................................................... 12 3.8 Title to Properties and Encumbrances................................................. 12 3.9
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Financial and Statutory Statements. The Company has delivered to Allianz the following financial statements (the "Financial Statements"): (a) the consolidated balance sheets, as at December 31, 1996 and 1995 for the Company, together with the related consolidated statements of income, shareholders' equity and cash flows for the years ended December 31, 1996, 1995 and 1994 and notes thereto which balance sheets and related statements have been audited by Ernst & Young LLP, and (b) condensed consolidated unaudited balance sheet, as at September 30, 1997 for the Company, together with the related condensed consolidated unaudited statements of income and cash flows for the nine months period then ended. The Financial Statements (i) are in accordance with the books and records of the Company, (ii) present fairly the financial condition of the Company at the balance sheet dates and the results of operations for the periods therein specified, and (iii) have, in all material respects, been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with prior accounting periods other than changes required by changes in GAAP, subject, in the case of the unaudited interim financial statements, to normal year end adjustments and to the fact that such unaudited interim financial statements do not include footnotes. Without limiting the generality of the foregoing, the balance sheets or notes thereto disclose all of the debts, liabilities and obligations of any nature (whether absolute, accrued or contingent and whether due or to become due) of the Company at December 31, 1996 and September 30, 1997 which, individually or in the aggregate, are material and which in accordance with GAAP would be required to be disclosed in such balance sheets or in notes thereto, and includes appropriate reserves for all taxes and other liabilities accrued as of such dates but not yet payable. The Company has delivered to Allianz the following statutory financial statements of LifeUSA which have been filed with insurance regulators (the "Statutory Statements"): (a) the Statutory Quarterly Statement for the quarters ended March 31, June 30 and September 30, 1997 for LifeUSA as filed with state insurance regulatory authorities, and (b) the Annual Statutory Statements for the years ended December 31, 1996, 1995, 1994, 1993 and 1992 as filed with state insurance regulatory authorities. The Statutory Statements (i) fairly present the financial position of LifeUSA and the results ...
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Financial and Statutory Statements. (a) Seller has attached hereto as Schedule 3.6(a), the following financial statements (collectively the “Financial Statements”): (i) the Company’s unaudited balance sheet and statements of income as of and for the years ended December 31, 2006 and December 31, 2007 (collectively, the “Annual Financial Statements” and the unaudited balance sheet as of December 31, 2007 referred to herein as the “Acquisition Balance Sheet”); and (ii) the Company’s interim, unaudited balance sheet and statement of income (collectively, the “Most Recent Financial Statements”) as of and for the four (4) month period ended April 30, 2008. The Financial Statements were derived from the books and records regularly maintained by management of the Company, have been prepared in accordance with GAAP, and present fairly in all material respects the financial condition of the Company as of the respective dates thereof and the results of operations of the Company for such respective periods and do not contain any items of special or nonrecurring nature, other than as set forth therein; provided, that, the Financial Statements omit the statements of stockholders’ equity and cash flows, footnotes and other presentation items required by GAAP for complete financial statements. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the Annual Financial Statements.
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Financial and Statutory Statements. (a) From and after the date hereof until the earlier to occur of the Closing or the termination of this Agreement, Aon shall deliver to Buyer copies of any annual or quarterly statements of each of the Underwriting Companies and FFG Insurance Company filed with the applicable insurance regulatory authority of its jurisdiction of domicile, promptly, but in no event later than three (3) business days after, such statements are filed with the applicable regulatory authority. All such statements, to the Knowledge of Aon, shall fairly present, in all material respects, in accordance with SAP applied on a consistent basis throughout the periods involved (except as required by SAP) the statutory financial position of the Underwriting Companies and FFG Insurance Company, as of the dates therein specified and the statutory results of operations and cash flow of such companies, for the periods therein specified and all assets that are reflected as admitted assets on such statements, to the extent applicable, qualify as admitted assets under the Requirements of Law of the applicable Company’s domiciliary jurisdiction.
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Financial and Statutory Statements. 16 3.8. ABSENCE OF CERTAIN CHANGES OR EVENTS......................16 3.9. LITIGATION................................................18 3.10. CONTRACTS; NO DEFAULT.....................................19 3.11.
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Financial and Statutory Statements. (a) The Company has delivered to Acquiror its unaudited consolidated balance sheets as of December 31, 1997, 1998 and 1999 and February 29, 2000 and the related statements of operations for the years then ended (herein collectively referred to as the "FINANCIAL STATEMENTS"), each of which Financial Statements are in accordance with the books and records of the Company, all of such have been maintained in accordance with good business practice and in the normal and ordinary course of business, have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied and fairly present the financial position of the Company as of the date of such Financial Statements and the results of its operations for the periods covered thereby.
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Related to Financial and Statutory Statements

  • Statutory Statements As soon as available and in any event within 20 days after submission, each statutory statement of the Loan Parties (or any of them) in the form submitted to The Insurance Division of the Office of Registrar of Companies of Bermuda.

  • Reports and Financial Statements The filings (other than immaterial filings) required to be made by CEI and the CEI Subsidiaries under the Securities Act, the Exchange Act, PUHCA, the Power Act, the Atomic Energy Act or applicable state public utility laws and regulations have been filed with the SEC, FERC, the NRC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto required to be filed with such commission. As of their respective dates, the reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by CEI or any CEI Subsidiary with the SEC since January 1, 1997 (the "CEI SEC Documents") 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 promulgated thereunder applicable to such CEI SEC Documents, and none of the CEI SEC Documents 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. The financial statements of CEI included in the CEI SEC Documents (the "CEI Financial Statements") comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of CEI 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 unaudited statements, to normal recurring year-end audit adjustments).

  • RECORDS AND FINANCIAL STATEMENTS The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Company shall be prepared on an accrual basis in accordance with GAAP, except for special financial reports that by their nature require a deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent auditors and shall provide such officers and auditors with the reports and other information that the Company so requests.

  • SEC Documents and Financial Statements (a) Since January 1, 1996, the Company has filed all forms, reports, statements and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None of the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, any untrue statement of a material fact or omits or will 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 are made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect. Section 2.8

  • SEC Reports and Financial Statements (a) The Company has filed (or furnished, as applicable) with the SEC all forms, reports, schedules, registration statements, proxy statements, certifications and other documents required to be filed (or furnished, as applicable) by the Company or its directors and executive officers (in their capacity as such) with the SEC since June 1, 2003 (as they have been amended since the time of their filing, and including any documents filed as exhibits, annexes or schedules thereto, collectively, the “Company SEC Reports”) and complete and correct copies of all such Company SEC Reports are available to Parent through public sources. As of their respective dates, the Company SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (and the rules and regulations of the SEC promulgated thereunder) (the “Securities Act”) applicable, as the case may be, to such Company SEC Reports, and none of the Company SEC Reports so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as of the date of filing and of any amendment or supplement and, in the case of any proxy statement, at the date mailed to shareholders and at the date of the meeting, 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 made therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements (including all related notes and schedules) of the Company included in the Company SEC Reports complied in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates or for the periods presented therein. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

  • Reports and Statements The Lending Agent shall furnish the Client with the reports and statements set forth in the Securities Lending Guidelines or as otherwise agreed from time to time.

  • SEC Filings and Financial Statements The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company 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, year-end audit adjustments.

  • Financial Reports and SEC Documents (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not 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; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

  • Statutory Financial Statements The Borrower will deliver to each Lender:

  • Company Reports; Financial Statements (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, 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 made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

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