Common use of Financial Statements of Buyer Clause in Contracts

Financial Statements of Buyer. Buyer has furnished to Seller consolidated financial statements of Buyer consisting of the consolidated balance sheets as of December 31 for each of the years 2012 and 2013 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three years ended December 31, 2013 (the “Buyer Balance Sheet Date”), including accompanying notes and the report thereon of Ernst & Young LLP dated February 28, 2014, as reported in Buyer’s Annual Report on Form 10-K for the year ended December 31, 2013, and the unaudited consolidated balance sheets as of June 30, 2014 and the related consolidated statements of income, shareholders’ equity and cash flows for the three and six months then ended, as reported in Buyer’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014 (collectively, all of such consolidated financial statements are referred to as the “Buyer Financial Statements”). The Buyer Financial Statements comply as to form 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 Buyer and the Buyer Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Esb Financial Corp), Agreement and Plan of Merger (Wesbanco Inc)

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Financial Statements of Buyer. Buyer has furnished to Seller consolidated financial statements of Buyer consisting of the consolidated balance sheets as of December 31 for each of the years 2012 2006, and 2013 2005 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three years ended December 31, 2013 2006 (the “Buyer Balance Sheet Date”), including accompanying notes and the report thereon of Ernst & Young LLP dated February 28, 20142007, as reported in Buyer’s Annual Report on Form 10-K for the year ended December 31, 20132006, and the unaudited consolidated balance sheets as of June 30March 31, 2014 2007 and the related consolidated statements of income, shareholders’ equity and cash flows for the three and six (3) months then ended, as reported in Buyer’s Quarterly Reports Report on Form 10-Q for the quarterly periods period ended March 31, 2014 and June 30, 2014 2007 (collectively, all of such consolidated financial statements are referred to as the “Buyer Financial Statements”). The Buyer Financial Statements comply as to form 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 Buyer and the Buyer Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Oak Hill Financial Inc), Agreement and Plan of Merger (Wesbanco Inc)

Financial Statements of Buyer. Buyer has furnished to Seller consolidated financial statements of Buyer consisting of the consolidated balance sheets as of December 31 for each of the years 2012 2010 and 2013 2011 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three years ended December 31, 2013 2011 (the “Buyer Balance Sheet Date”), including accompanying notes and the report thereon of Ernst & Young LLP dated February 2829, 20142012, as reported in Buyer’s Annual Report on Form 10-K for the year ended December 31, 20132011, and the unaudited consolidated balance sheets as of June 30March 31, 2014 2012 and the related consolidated statements of income, shareholders’ equity and cash flows for the three and six nine months then ended, as reported in Buyer’s Quarterly Reports Report on Form 10-Q for the quarterly periods period ended March 31, 2014 and June 30, 2014 2012 (collectively, all of such consolidated financial statements are referred to as the “Buyer Financial Statements”). The Buyer Financial Statements comply as to form 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 Buyer and the Buyer Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fidelity Bancorp Inc), Agreement and Plan of Merger (Wesbanco Inc)

Financial Statements of Buyer. Buyer has furnished or made available to Seller consolidated financial statements of Buyer consisting of the consolidated balance sheets as of December 31 for each of the years 2012 2017 and 2013 2018 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three years ended December 31, 2013 2018 (the “Buyer Balance Sheet Date”), including accompanying notes and the report thereon of Ernst & Young LLP dated February 28March 1, 20142019, as reported included in Buyer’s Annual Report on Form 10-K for the year ended December 31, 2013, 2018 and the unaudited consolidated balance sheets as of June 30March 31, 2014 2019 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three and six months then ended, as reported in Buyer’s Quarterly Reports Report on Form 10-Q for the quarterly periods period ended March 31, 2014 and June 30, 2014 2019 (collectively, all of such consolidated financial statements are referred to as the “Buyer Financial Statements”). The Buyer Financial Statements comply as to form 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 1000-Q X, XXXX, or rules and regulations 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 Buyer and the Buyer Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wesbanco Inc), Agreement and Plan of Merger (Old Line Bancshares Inc)

Financial Statements of Buyer. Buyer has furnished to Seller consolidated financial statements of Buyer consisting of the consolidated balance sheets as of December 31 for each of the years 2012 2015 and 2013 2016 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three years ended December 31, 2013 2016 (the “Buyer Balance Sheet Date”), including accompanying notes and the report thereon of Ernst & Young LLP dated February 2824, 20142017, as reported in Buyer’s Annual Report on Form 10-K for the year ended December 31, 20132016, and the unaudited consolidated balance sheets as of June September 30, 2014 2017 and the related consolidated statements of income, shareholders’ equity and cash flows for the three and six nine months then ended, as reported in Buyer’s Quarterly Reports Report on Form 10-Q for the quarterly periods period ended March 31, 2014 and June September 30, 2014 2017 (collectively, all of such consolidated financial statements are referred to as the “Buyer Financial Statements”). The Buyer Financial Statements comply as to form 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 Buyer and the Buyer Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wesbanco Inc)

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Financial Statements of Buyer. Buyer has furnished to Seller consolidated financial statements of Buyer consisting of the consolidated balance sheets as of December 31 for each of the years 2012 2016 and 2013 2017 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three years ended December 31, 2013 2017 (the “Buyer Balance Sheet Date”), including accompanying notes and the report thereon of Ernst & Young LLP dated February 2827, 20142018, as reported included in Buyer’s Annual Report on Form 10-K for the year ended December 31, 2013, and the unaudited consolidated balance sheets as of June 30, 2014 and the related consolidated statements of income, shareholders’ equity and cash flows for the three and six months then ended, as reported in Buyer’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014 2017 (collectively, all of such consolidated financial statements are referred to as the “Buyer Financial Statements”). The Buyer Financial Statements comply as to form 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 Buyer and the Buyer Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Farmers Capital Bank Corp)

Financial Statements of Buyer. Buyer has furnished to Seller consolidated financial statements of Buyer consisting of the consolidated balance sheets as of December 31 for each of the years 2012 2003, 2002 and 2013 2001, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three years ended December 31, 2013 2003 (the "Buyer Balance Sheet Date"), including accompanying notes and the report thereon of Ernst & Young LLP dated February 28, 2014, as reported in Buyer’s Annual Report on Form 10-K for the year ended December 31, 2013LLP, and the unaudited consolidated balance sheets statement of financial condition as of June 30, 2014 2004 and the related consolidated statements of incomeearnings, shareholders’ equity and cash flows for the three and six months then ended, as reported in Buyer’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014 (collectively, all of such consolidated financial statements are referred to as the "Buyer Financial Statements"). The Buyer Financial Statements comply as to form 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 Buyer and the Buyer Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Buyer Financial Statements comply as to form 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 Buyer and the Buyer Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wesbanco Inc)

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