Common use of GAAP Financial Statements Clause in Contracts

GAAP Financial Statements. On or prior to the date hereof, Seller has delivered to Purchaser true, correct and complete copies of (a) the audited consolidated balance sheets of John ▇▇▇▇▇ ▇▇▇ancial Corporation ("John ▇▇▇▇▇") ▇nd its subsidiaries as of December 31, 1995 and 1994, prepared in accordance with GAAP, together with the notes thereon and the related report of Price Waterhouse the independent certified public accountant of John ▇▇▇▇▇, ▇▇d (b) the audited consolidated statements of income, stockholders' equity and cash flows of John ▇▇▇▇▇ ▇▇▇ its subsidiaries for the years ended December 31, 1995, 1994 and 1993 prepared in accordance with GAAP, together with the notes thereon and the related report of Price Waterhouse (collectively, the "John ▇▇▇▇▇ ▇▇▇ancial Statements"). Seller has delivered to Purchaser true, correct and complete copies of the consolidated balance sheets, and the related consolidated statements of income, stockholders' equity and cash flows of John ▇▇▇▇▇ ▇▇▇ its subsidiaries for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, prepared in accordance with GAAP (the "Interim John ▇▇▇▇▇ ▇▇▇ancial Statements"). The John ▇▇▇▇▇ ▇▇▇ancial Statements and the Interim John ▇▇▇▇▇ ▇▇▇ancial Statements are based on the books and records of John ▇▇▇▇▇ ▇▇▇ its subsidiaries and have been prepared in accordance with GAAP consistently applied (except in the case of the Interim John ▇▇▇▇▇ ▇▇▇ancial Statements for normal year end adjustments). The John ▇▇▇▇▇ ▇▇▇ancial Statements have been, audited by Price Waterhouse. The John ▇▇▇▇▇ ▇▇▇ancial Statements and the Interim John ▇▇▇▇▇ ▇▇▇ancial Statements fairly present in all material respects the consolidated financial position and results of operations of John ▇▇▇▇▇ ▇▇▇ its subsidiaries as of the dates and for the periods indicated therein. For purposes of this Article 3, references to the knowledge of Seller means, after reasonable inquiry, the actual knowledge of officers of Seller having the title of Senior Vice President or higher.

Appears in 2 contracts

Sources: Asset Purchase and Sale Agreement (Alden John Financial Corp), Asset Purchase and Sale Agreement (Sunamerica Inc)

GAAP Financial Statements. On or prior to Section 3.4 of the date hereof, Seller has delivered to Purchaser true, correct and complete copies of (a) the audited consolidated balance sheets of John ▇▇▇▇▇ ▇▇▇ancial Corporation ("John ▇▇▇▇▇") ▇nd its subsidiaries as of December 31, 1995 and 1994, prepared in accordance with GAAP, together with the notes thereon and the related report of Price Waterhouse the independent certified public accountant of John ▇▇▇▇▇, ▇▇d (b) the audited consolidated statements of income, stockholders' equity and cash flows of John ▇▇▇▇▇ ▇▇▇ its subsidiaries for the years ended December 31, 1995, 1994 and 1993 prepared in accordance with GAAP, together with the notes thereon and the related report of Price Waterhouse (collectively, the "John ▇▇▇▇▇ ▇▇▇ancial Statements"). Seller has delivered to Purchaser Company’s Disclosure Schedule contains true, correct and complete copies of the (i) unaudited consolidated balance sheetssheets of the Company and its Subsidiaries as of December 31, 2014 (“Year-End Balance Sheet Date”) and the related unaudited consolidated statements of income, stockholders' income and changes in shareholders’ equity and cash flows of John ▇▇▇▇▇ ▇▇▇ the Company and its subsidiaries Subsidiaries for the quarters year ended March December 31, 19962014, each certified by the chief financial officer of the Company (the “2014 Unaudited Financial Statements”), and (ii) unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2013 and December 31, 2012 and unaudited consolidated statements of income and changes in shareholders’ equity for the years ended December 31, 2013 and December 31, 2012, certified by the chief financial officer of the Company (the “Unaudited GAAP Financial Statements,” and, together with the financial statements referred to in the preceding clause (i), the “Year-End GAAP Financial Statements”), and (iii) and an unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 1996 2015 (the “Interim GAAP Balance Sheet”) and September unaudited consolidated statements of income and changes in shareholders’ equity for the six-month period ended June 30, 19962015, certified by the chief financial officer of the Company as prepared in accordance with GAAP as required under 3.4(a)(ii) below (the "Interim John ▇▇▇▇▇ ▇▇▇ancial GAAP Financial Statements"” and collectively with the Year-End GAAP Financial Statements, the “GAAP Financial Statements”). The John ▇▇▇▇▇ ▇▇▇ancial GAAP Financial Statements and the Interim John ▇▇▇▇▇ ▇▇▇ancial Statements are based on the books and records of John ▇▇▇▇▇ ▇▇▇ its subsidiaries and have been prepared in accordance with GAAP consistently applied (except in the case of the Interim John ▇▇▇▇▇ ▇▇▇ancial Statements for normal year end adjustments). The John ▇▇▇▇▇ ▇▇▇ancial Statements have been, audited by Price Waterhouse. The John ▇▇▇▇▇ ▇▇▇ancial Statements and the Interim John ▇▇▇▇▇ ▇▇▇ancial Statements i) fairly present in all material respects the consolidated financial position condition and the results of operations of John ▇▇▇▇▇ ▇▇▇ its subsidiaries as and changes in shareholders’ equity of the Company and its Subsidiaries as at the respective dates of, and for the periods indicated therein. For purposes of this Article 3, references referred to the knowledge of Seller means, after reasonable inquiryin, the actual knowledge of officers of Seller having the title of Senior Vice President or higher.Financial Statement, and (ii) were prepared in accordance

Appears in 1 contract

Sources: Stock Purchase Agreement (Heritage Insurance Holdings, Inc.)

GAAP Financial Statements. On or prior to the date hereof, Seller JANY has delivered to Purchaser true, correct and complete copies of (a) the audited consolidated balance sheets of John ▇▇▇▇▇ ▇▇▇ancial Corporation ("John ▇▇▇▇▇") ▇nd its subsidiaries as of December 31, 1995 and 1994, prepared in accordance with GAAP, together with the notes thereon and the related report of Price Waterhouse the independent certified public accountant of John ▇▇▇▇▇, ▇▇d (b) the audited consolidated statements of income, stockholders' equity and cash flows of John ▇▇▇▇▇ ▇▇▇ its subsidiaries for the years ended December 31, 1995, 1994 and 1993 prepared in accordance with GAAP, together with the notes thereon and the related report of Price Waterhouse (collectively, the "John ▇▇▇▇▇ ▇▇▇ancial Statements"). Seller JANY has delivered to Purchaser true, correct and complete copies of the consolidated balance sheets, and the related consolidated statements of income, stockholders' equity and cash flows of John ▇▇▇▇▇ ▇▇▇ its subsidiaries for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, prepared in accordance with GAAP (the "Interim John ▇▇▇▇▇ ▇▇▇ancial Statements"). The John ▇▇▇▇▇ ▇▇▇ancial Statements and the Interim John ▇▇▇▇▇ ▇▇▇ancial Statements are based on the books and records of John ▇▇▇▇▇ ▇▇▇ its subsidiaries and have been prepared in accordance with GAAP consistently applied (except in the case of the Interim John ▇▇▇▇▇ ▇▇▇ancial Statements for normal year end adjustments). The John ▇▇▇▇▇ ▇▇▇ancial Statements have been, been audited by Price Waterhouse. The John ▇▇▇▇▇ ▇▇▇ancial Statements and the Interim John ▇▇▇▇▇ ▇▇▇ancial Statements fairly present in all material respects the consolidated financial position and results of operations of John ▇▇▇▇▇ ▇▇▇ its subsidiaries as of the dates and for the periods indicated therein. For purposes of this Article 32, references to the knowledge of Seller means, after reasonable inquiry, the actual knowledge of the officers of Seller having the title of Senior Vice President or higher.

Appears in 1 contract

Sources: Stock Purchase and Sale Agreement (Sunamerica Inc)