Financial Statements; Controls and Procedures Sample Clauses

Financial Statements; Controls and Procedures. (a) Copies of (i) the audited consolidated balance sheet of the Company as of December 31, 2014, and the audited consolidated statements of income, members’ equity and cash flows of the Company for the fiscal year ended December 31, 2014 (together, the “Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company as of September 30, 2015 (the “Unaudited Balance Sheet”), and the unaudited consolidated statements of income, members’ equity and cash flows of the Company for the nine-month period ended September 30, 2015 (together, the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”) have been made available to Buyer prior to the date of this Agreement. The Financial Statements have been prepared from the books and records of the Company and in accordance with GAAP consistently applied and fairly present, in all material respects, the consolidated financial position and the consolidated results of operations and consolidated cash flows of the Company as of the dates and for the periods presented (except for the absence of notes and subject to normal recurring year-end adjustments that are not expected to be material, individually or in the aggregate).
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Financial Statements; Controls and Procedures. (a) Seller agrees, at its sole cost and expense (including costs associated with Seller’s internal accounting staff) to prepare unaudited combined balance sheets and related unaudited combined income statements, statements of cash flows and statements of changes in members’ equity for the Acquired Companies, together with the notes thereto, as of and for the period from August 31, 2006 to the last quarter ending prior to the Closing Date (the “Relevant Period”); provided, however, that if the last quarter ending prior to the Closing Date shall end within 25 days of the Closing Date, then the Relevant Period shall end as of the end of the previous quarter (such statements being hereinafter referred to as the “Full Unaudited Financial Statements”). Seller shall use reasonable best efforts to complete the preparation of the Full Unaudited Financial Statements so that they can be delivered to the Partnership prior to Closing.
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Financial Statements; Controls and Procedures. (i) The Company has delivered to Parent true, complete and correct copies of (i) the audited consolidated balance sheet of the Company as of March 31, 2005, the related audited consolidated statements of income, cash flows and stockholders’ equity of the Company for the fiscal year ended March 31, 2005 and the related notes thereto, accompanied by a true and correct copy of the report thereon of BDO Sxxxxxx, LLP, independent public accountants, and (ii) the unaudited consolidated balance sheet of the Company as of June 30, 2005, together with the related unaudited consolidated income statement and cash flow statement of the Company for the three months ended June 30, 2005 (such audited and unaudited consolidated financial statements collectively being referred to herein as the “Company Financial Statements”), prepared on a basis, and using principles, consistent with the preparation of the audited Company Financial Statements. The Company Financial Statements, together with the notes thereto, have been prepared in accordance with GAAP (except that the unaudited Company Financial Statements do not contain all footnotes required under GAAP and are subject to normal year-end adjustments, none of which are expected to be, individually or in the aggregate, material) applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed therein or required by changes in GAAP) and fairly present in all material respects the consolidated financial condition and results of operations and cash flows of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods covered thereby.
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Financial Statements; Controls and Procedures. (a) Section 3.8 of the BE&K Disclosure Letter contains a copy of the (i) audited consolidated balance sheets and statements of income and cash flows of BE&K and its Subsidiaries as of, and for the years ended, April 1, 2007 and April 2, 2006 and (ii) the unaudited consolidated balance sheet of BE&K and its Subsidiaries as of March 30, 2008 (the “Most Recent Balance Sheet”), and the related statement of income for the period then ending (clauses (i) and (ii) collectively, the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the financial condition and the results of the operations of BE&K and its Subsidiaries, as of the dates and for the respective periods indicated. The Financial Statements have been prepared in accordance with (x) the books and records of BE&K and its Subsidiaries and (y) GAAP, as in effect at the times relevant for the preparation of such Financial Statements, applied on a consistent basis throughout the periods involved, subject, in the case of the unaudited financial statements, to normal year-end adjustments (which are in the aggregate not expected to be material to BE&K) and to the absence of notes thereto.
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Financial Statements; Controls and Procedures. (a) From and after the date hereof until the Closing, Seller shall cause the Acquired Companies to deliver to the General Partner and Buyer any unaudited financial statements of the Acquired Companies prepared for any period subsequent to August 31, 2006.
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Financial Statements; Controls and Procedures. (a) Sellers agree (and the Partnership and Buyer agree that they shall cooperate with and assist Sellers in taking the following actions) (i) to revise the Audited Financial Statements so that such financial statements will comply with Regulation S-X promulgated by the SEC (“Regulation S-X”) (provided Sellers shall be entitled to rely on Buyer and Buyer’s auditors in determining compliance with Regulation S-X) and to use commercially reasonable efforts to obtain the reissuance of the audit reports with respect thereto by Deloitte & Touche LLP not later than 60 days after the Closing (such statements and related opinions being hereinafter referred to as the “Full Audited Financial Statements”) and (ii) to prepare unaudited consolidated balance sheets and related unaudited consolidated statements of operations, statements of cash flows and statements of members’ equity for the Company and its Subsidiaries for the quarters ended March 31, June 30 and September 30, 2006 and March 31, June 30, and September 30, 2007, together with the notes thereto, in form and substance compliant with Regulation S-X (such statements being hereinafter referred to as the “Full Unaudited Financial Statements.” The Parties shall each use commercially reasonable efforts to complete the preparation of the Full Audited Financial Statements and the Full Unaudited Financial Statements so that they can be delivered to the Partnership no later than February 15, 2007. Sellers shall also use commercially reasonable efforts to obtain the consent of Deloitte & Touche LLP that the Full Audited Financial Statements may be relied upon by the Partnership and its underwriters or initial purchasers (1) to prepare and file reports under the Exchange Act, and (2) in connection with any financing or public or Rule 144A offering of securities by the Partnership or its Affiliates.
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Related to Financial Statements; Controls and Procedures

  • Internal Controls; Listing; Financial Statements (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP.

  • Internal Controls and Procedures The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.

  • Disclosure Controls and Procedures The Company maintains effective “disclosure controls and procedures” (as defined under Rule 13a-15(e) under the Exchange Act to the extent required by such rule).

  • CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES The Adviser acknowledges that, in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations promulgated thereunder, the Trust and the Fund are required to make certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the Trust, the Adviser agrees to use its best efforts to assist the Trust and the Fund in complying with the Xxxxxxxx-Xxxxx Act and implementing the Trust’s disclosure controls and procedures. The Adviser agrees to inform the Trust of any material development related to the Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act.

  • Controls and Procedures 11.1. The Company has implemented controls and procedures that are reasonably designed to ensure compliance with applicable laws and regulations, as well as the terms of this Agreement. Without limiting the foregoing, these controls and procedures are reasonably designed to ensure, and MFD or a Trust may request certifications on an annual basis with respect to, each of the following:

  • Accounting Controls and Disclosure Controls The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) any interactive data in eXtensible Business Reporting Language included in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the required information and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 of the 1934 Act Regulations) that are designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

  • Internal Controls and Compliance with the Xxxxxxxx Xxxxx Act. Except as set forth in the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with applicable provisions of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. General Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

  • Disclosure Controls The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

  • Financial Statements; Internal Controls (a) HCBF has previously delivered or made available to CenterState copies of HCBF’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a).

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