Common use of GAAP Financial Statements Clause in Contracts

GAAP Financial Statements. (i) Within 45 days (or, if earlier and if applicable to IPC Holdings, the fifth Business Day following the quarterly report deadline under the Exchange Act rules and regulations) after the close of each of the first three fiscal quarters of each fiscal year, beginning with the first fiscal quarter ending after the Amalgamation Date, (A) the unaudited consolidated balance sheets of Max Bermuda and its Subsidiaries, as of the close of such quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) and accompanied by the certification of a Responsible Officer of Max Bermuda that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) the consolidated results of operations and cash flows of Max Bermuda and its Subsidiaries as at the end of such fiscal quarter and for that portion of the fiscal year then ended; and (B) the unaudited consolidated balance sheets of IPC Holdings and its Subsidiaries, as of the close of such quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) and accompanied by the certification of a Responsible Officer of IPC Holdings that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) the consolidated results of operations and cash flows of IPC Holdings and its Subsidiaries as at the end of such fiscal quarter and for that portion of the fiscal year then ended in each case applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter.

GAAP Financial Statements. (i) Within 45 days (or, if earlier and if applicable to IPC Holdings, the fifth Business Day following the quarterly report deadline under the Exchange Act rules and regulations) after the close of each of the first three fiscal quarters Fiscal Quarters of each fiscal year, Fiscal Year beginning with the first fiscal quarter Fiscal Quarter ending after the Amalgamation Date, Date (A) of Max Bermuda, a copy of the unaudited consolidated balance sheets of Max Bermuda and its Subsidiaries, as of the close of such quarter and the related statements of income and cash flows for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter, all prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustmentsadjustments and the absence of footnotes) and accompanied by the certification of a Responsible an Executive Officer of Max Bermuda that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustmentsadjustments and the absence of footnotes) the consolidated results of operations and cash flows of Max Bermuda and its Subsidiaries as at the end of such fiscal quarter Fiscal Quarter and for that portion of the fiscal year period then ended; and , (B) of the Parent, a copy of the unaudited consolidated balance sheets of IPC Holdings and its Subsidiariesthe Parent, as of the close of such quarter and the related consolidated statements of income and cash flows for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter, all prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustmentsadjustments and the absence of footnotes) and accompanied by the certification of a Responsible an Executive Officer of IPC Holdings the Parent that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustmentsadjustments and the absence of footnotes) the consolidated results of operations and cash flows of IPC Holdings and its Subsidiaries the Parent as at the end of such fiscal Fiscal Quarter and for the period then ended and (C) of the Amalgamated Company, a copy of the unaudited consolidated balance sheets of the Amalgamated Company, as of the close of such quarter and the related consolidated statements of income and cash flows for that portion of the fiscal year then ended in each case applied on a basis consistent with that Fiscal Year ending as of the preceding quarter or containing disclosure close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) and accompanied by the certification of an Executive Officer of the effect on Amalgamated Company that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to normal year-end adjustments and the financial condition or absence of footnotes) the consolidated results of operations and cash flows of any change in the application Amalgamated Company as at the end of accounting principles such Fiscal Quarter and practices during such quarterfor the period then ended.

GAAP Financial Statements. (i) Within 45 days (orThe parties acknowledge that heretofore neither KFBS nor Insurance Subsidiary have been required to, if earlier and if applicable to IPC Holdingsneither have, the fifth Business Day following the quarterly report deadline prepared or produced financial statements in accordance with GAAP. If FBL determines that it will be required under the Exchange Act to file historical GAAP financial statements of Insurance Subsidiary, KFBS will at Closing deliver to FBL, at FBL's sole expense, true and complete copies of the (i) Insurance Subsidiary audited GAAP Financial Statements for the years ended December 31, 1997, 1998 and 1999, including the Balance Sheets, Statements of Income and Comprehensive Income, Statements of Changes in Stockholders' Equity, Statements of Cash Flows and Notes to Financial Statements, and (ii) the Insurance Subsidiary unaudited GAAP Financial Statements for the nine months ended September 30, 2000, including the Insurance Subsidiary Balance Sheet, Statement of Income and Comprehensive Income, Statement of Changes in Stockholders' Equity, Statement of Cash Flows and Notes to Financial Statements (collectively, the "INSURANCE SUBSIDIARY GAAP FINANCIAL STATEMENTS"). The Insurance Subsidiary GAAP Financial Statements will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations) after the close of each regulations of the first three fiscal quarters of each fiscal yearSEC with respect thereto, beginning with the first fiscal quarter ending after the Amalgamation Date, (A) the unaudited consolidated balance sheets of Max Bermuda and its Subsidiaries, as of the close of such quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all will have been prepared in accordance with GAAP applied on a consistent basis during the periods presented (subject to except as may be indicated in the absence notes thereto or, in the case of notes required unaudited interim financial statements, as permitted by GAAP and subject to normal yearRule 10-end adjustments01 of Regulation S-X) and accompanied by the certification of a Responsible Officer of Max Bermuda that all such financial statements are complete and correct and present fairlywill fairly present, in all material respects, the financial position of the Insurance Subsidiary as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in accordance with GAAP (subject to the absence case of notes required by GAAP and subject unaudited interim financial statements, to normal year-end audit adjustments) the consolidated results of operations and cash flows of Max Bermuda and its Subsidiaries as at the end of such fiscal quarter and for that portion of the fiscal year then ended; and (B) the unaudited consolidated balance sheets of IPC Holdings and its Subsidiaries, as of the close of such quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP. FBL will cooperate with and assist KFBS and Insurance Subsidiary in the preparation of such statements. Should KFBS fail to deliver such statements at Closing, FBL may determine to postpone the Closing until such time as such statements are complete, but not beyond July 1, 2001. KFBS and FBL shall cooperate in the production and delivery of GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) and accompanied by the certification of a Responsible Officer of IPC Holdings that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) the consolidated results of operations and cash flows of IPC Holdings and its Subsidiaries as at the end of such fiscal quarter and for that portion of the fiscal year then ended in each case applied Insurance Subsidiary prepared on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarterpurchase GAAP basis.

GAAP Financial Statements. (a) The Borrower has furnished to the Administrative Agent and each of the Lenders (i) Within 45 days (or, if earlier and if applicable to IPC Holdings, the fifth Business Day following the quarterly report deadline under the Exchange Act rules and regulations) after the close a copy of each of the first three fiscal quarters of each fiscal year, beginning with the first fiscal quarter ending after the Amalgamation Date, (A) the unaudited consolidated balance sheets of Max Bermuda the Borrower and its Subsidiaries, and the balance sheet of the Borrower on an unconsolidated basis as of the close of such quarter March 31, 2019 and the related consolidated statements of income and cash flows for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterMarch 31, 2019 and (ii) a copy of the unaudited consolidated statement of income of the Borrower and its Subsidiaries, and the statement of income of the Borrower on an unconsolidated basis, for March 31, 2019, all prepared in accordance with GAAP (subject to the absence of notes required by normal year-end adjustments and except that footnote and schedule disclosures are abbreviated) which financial statements are complete and correct and present fairly in accordance with GAAP and (subject to normal year-end adjustments) consolidated or unconsolidated, as the case may be results of operations and accompanied cash flows of the Borrower as of March 31, 2019 and the period then ended. (b) The Borrower has provided to the Administrative Agent and each Lender a copy of the annual audited consolidated financial statements of the Borrower and its Subsidiaries, consisting of consolidated balance sheets and consolidated statements of income and retained earnings and cash flows, setting forth in comparative form in each case the consolidated figures for the years ended December 31, 2017 and December 31, 2018, which financial statements have been prepared in accordance with GAAP and certified without material qualification by the certification of a Responsible Officer of Max Bermuda that all such KPMG LLP. Such financial statements are complete and correct and present fairly, in all material respects, fairly in accordance with GAAP (subject to the absence of notes required by GAAP consolidated financial position and subject to normal year-end adjustments) the consolidated results of operations and cash flows of Max Bermuda the Borrower and its Subsidiaries as at the end of such fiscal quarter year and for that portion the period then ended. (c) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements of operations, of shareholders’ equity and of cash flow, which as of such date shall most recently have been furnished by or on behalf of the fiscal year then ended; and (B) Borrower to each Lender for the unaudited consolidated balance sheets purposes of IPC Holdings and its Subsidiariesor in connection with this Agreement or any transaction contemplated hereby, as of the close of such quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all shall have been prepared in accordance with GAAP consistently applied (subject to the absence of notes required by GAAP except as disclosed therein), and subject to normal year-end adjustments) and accompanied by the certification of a Responsible Officer of IPC Holdings that all such financial statements are complete and correct and shall present fairly, in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) fairly the consolidated results financial condition of operations and cash flows of IPC Holdings and its Subsidiaries the corporations covered thereby as at the end of such fiscal quarter and for that portion of the fiscal year then ended in each case applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter.50

GAAP Financial Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (the "GAAP Financials"), including each Company SEC Report filed after the date hereof until the Closing: (i) Within 45 days complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, if earlier and if applicable to IPC Holdingsin the case of unaudited interim financial statements, as may be permitted by the fifth Business Day following the quarterly report deadline SEC on Form 10-Q, 8-K or any successor form under the Exchange Act rules Act) and regulations(iii) after fairly and accurately presented in all material respects the close of each consolidated financial position of the first three fiscal quarters of each fiscal year, beginning with the first fiscal quarter ending after the Amalgamation Date, (A) the unaudited consolidated balance sheets of Max Bermuda Company and its Subsidiaries, consolidated Subsidiaries as at the respective dates thereof and the consolidated results of the close of such quarter and the related statements of income Company's operations and cash flows for the periods indicated (except that portion unaudited, interim financial statements were or will be subject to normal, recurring year end adjustments). The consolidated balance sheet of the fiscal year ending Company and its consolidated Subsidiaries as of September 30, 2006 contained in the close Company SEC Reports is hereinafter referred to as the "Company Balance Sheet." Except as disclosed in the Company Financials, since the date of such fiscal quarterthe Company Balance Sheet, all neither the Company nor any of its Subsidiaries has incurred any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a consolidated balance sheet or in the related notes to the consolidated financial statement prepared in accordance with GAAP GAAP, except for (subject to i) liabilities incurred since the absence date of notes required by GAAP the Company Balance Sheet in the ordinary course of business consistent with past practice and subject to normal (ii) liabilities incurred in connection with this Agreement or the transactions contemplated hereby. The Company has not had any material dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year-end adjustments) to-date. The books and accompanied by records of the certification of a Responsible Officer of Max Bermuda that all such financial statements Company and each Subsidiary have been, and are complete being, maintained in accordance with applicable legal and correct and present fairly, accounting requirements in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) the consolidated results of operations and cash flows of Max Bermuda and its Subsidiaries as at the end of such fiscal quarter and for that portion of the fiscal year then ended; and (B) the unaudited consolidated balance sheets of IPC Holdings and its Subsidiaries, as of the close of such quarter and the related statements of income Company Financials are consistent with such books and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) and accompanied by the certification of a Responsible Officer of IPC Holdings that all such financial statements are complete and correct and present fairly, records in all material respects, in accordance with GAAP (subject to . Neither the absence Company nor any of notes required by GAAP and subject to normal year-end adjustments) the consolidated results of operations and cash flows of IPC Holdings and its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar off-balance sheet Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand, or any "off-balance sheet arrangements" (as at the end defined in Item 303(a) of such fiscal quarter and for that portion Regulation S-K of the fiscal year then ended in each case applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarterSEC).

GAAP Financial Statements. (i) Within 45 days (or, if earlier and if applicable to IPC Holdings, the fifth Business Day following the quarterly report deadline under the Exchange Act rules and regulations) after the close of each of the first three fiscal quarters Fiscal Quarters of each fiscal yearFiscal Year, beginning with the first fiscal quarter Fiscal Quarter ending after the Amalgamation Date, (A) the unaudited consolidated balance sheets of Max Bermuda and its Subsidiaries, as of the close of such quarter and the related statements of income and cash flows for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter, all prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) and accompanied by the certification of a Responsible an Executive Officer of Max Bermuda that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) the consolidated results of operations and cash flows of Max Bermuda and its Subsidiaries as at the end of such fiscal quarter Fiscal Quarter and for that portion of the fiscal year Fiscal Year then ended; ended and (B) the unaudited consolidated balance sheets of IPC Holdings and its Subsidiaries, as of the close of such quarter and the related statements of income and cash flows for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter, all prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) and accompanied by the certification of a Responsible an Executive Officer of IPC Holdings that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) the consolidated results of operations and cash flows of IPC Holdings and its Subsidiaries as at the end of such fiscal quarter Fiscal Quarter and for that portion of the fiscal year Fiscal Year then ended in each case applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter.