Independent Accountants and Financial Statements Sample Clauses

Independent Accountants and Financial Statements. KPMG LLP is an independent registered public accounting firm with respect to Ventas as required by the Securities Act and the Exchange Act. The historical consolidated financial statements of Ventas and its Subsidiaries, together with the related financial statement schedules and notes thereto, if any, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position and results of operations of Ventas and its Subsidiaries at the respective dates and for the respective periods presented therein. Such historical consolidated financial statements and the related financial statement schedules and notes thereto, if any, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented, except as otherwise set forth in the Registration Statement, the Disclosure Package or the Prospectus. The pro forma condensed, consolidated financial statements of Ventas and its Subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Disclosure Package and the Prospectus fairly presents in all material respects the information called for and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
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Independent Accountants and Financial Statements. Ernst & Young LLP is an independent registered public accounting firm with respect to Ventas, as required by the Securities Act and the Exchange Act. The historical financial statements, together with the related financial schedules and notes thereto, included or incorporated by reference in each of the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects the consolidated financial position and results of operations of Ventas and the Subsidiaries at the respective dates and for the respective periods indicated. Such historical financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented (except as disclosed in each of the Disclosure Package and the Prospectus). The supporting schedules of Ventas and the Subsidiaries, if any, included or incorporated by reference in each of the Disclosure Package and the Prospectus that relate to Ventas and the Subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein and comply as to form in all material respects with the applicable accounting requirements of the Securities Act. The pro forma financial statements and the related notes thereto included in the Disclosure Package and the Prospectus have been prepared on a basis consistent with such historical financial statements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The other financial and statistical information and data included or incorporated by reference in each of the Disclosure Package and the Prospectus relating to Ventas and the Subsidiaries are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas and the Subsidiaries. Other than the financial statements or supporting schedules included or incorporated by reference in the Disclosure Package and the Prospectus, no other financial statements or sup...
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Independent Accountants and Financial Statements. KPMG LLP, who have certified certain financial statements of the Company are independent public accountants as required by the Securities Act. The financial statements, together with related schedules and notes, incorporated in the Registration Statement, the Time of Sale Information and the Prospectus comply in all material respects with the requirements of the Securities Act and present fairly the consolidated financial position, results of operations and changes in financial position of the Company on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply; such statements and related notes have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied throughout the periods involved, except as disclosed therein; and the selected financial data and the summary financial data included in the Time of Sale Information and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the financial statements incorporated in the Registration Statement. The Company has not sustained since the date of the latest audited financial statements included in the Registration Statement, Time of Sale Information and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, Time of Sale Information and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, (1) there has not been any change in the capital stock (other than the issuance of Shares upon the exercise or conversion of securities existing as of the date hereof, or the grant of options, restricted stock or other equity-based awards under the Company’s existing equity compensation plans) or long-term debt of the Company, (2) there has not been any Material Adverse Change, or any development that would reasonably be expected to result in a Material Adverse Change, in or affecting the general affairs, business, prospects, management, financial position, shareholders’ equity or results of operations of the Company, (3) there have been no transactions entered into by, and no obligations or liab...
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Independent Accountants and Financial Statements. PricewaterhouseCoopers LLP is an independent registered public accounting firm within the meaning of the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board. The historical financial statements and the notes thereto included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the consolidated financial position and results of operations and the changes in their cash flows of the Company at the respective dates and for the respective periods indicated. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods presented (except as disclosed in the Time of Sale Information and the Prospectus) and the supporting schedule included or incorporated by reference in the Registration Statement presents fairly the information required to be stated therein. The other financial information included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus is accurately presented in all material respects and, except as disclosed in the Time of Sale Information and the Prospectus, prepared on a basis consistent with the financial statements and the books and records of the Company. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus that are not so included or incorporated by reference as required.
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Independent Accountants and Financial Statements. Ernst & Young LLP is an independent public accountant with respect to Ventas, as required by the 1933 Act, the 1933 Act Regulations and the 1934 Act. The historical financial statements, together with the related financial schedules and notes thereto, included in the 2006 10-K that relate to Ventas and the Subsidiaries present fairly in all material respects the consolidated financial position and results of operations of Ventas and the Subsidiaries at December 31, 2006 and for the fiscal year then ended. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented (except as disclosed in the 2006 10-K). The supporting schedules of Ventas and the Subsidiaries, if any, included in the 2006 10-K that relate to Ventas and the Subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein and comply as to form in all material respects with the applicable accounting requirements of the 1933 Act. The other financial and statistical information and data included in the 2006 10-K relating to Ventas and the Subsidiaries are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas and the Subsidiaries.
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Independent Accountants and Financial Statements. To the knowledge of the Company, PricewaterhouseCoopers LLP, who has audited the consolidated financial statements of the Company and its subsidiaries, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board. The financial statements, together with the related notes thereto, incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form in all material respects with the accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement.
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Independent Accountants and Financial Statements. KPMG LLP is an independent registered public accounting firm with respect to CCP as required by the Securities Act and the Exchange Act. KPMG LLP, who has delivered its audit report with respect to the American Realty Capital Healthcare Trust Post-Acute Portfolio combined statement of revenue and certain expenses and the Acquired Skilled Nursing Portfolio statement of revenue, incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum, is an independent auditor with respect to the American Realty Capital Healthcare Trust Post-Acute Portfolio and the Acquired Skilled Nursing Portfolio. The historical combined consolidated financial statements of CCP, together with the related financial statement schedules and notes thereto, if any, incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum present fairly in all material respects the combined consolidated financial position and results of operations of CCP and Predecessors at the respective dates and for the respective periods presented therein. Such historical combined consolidated financial statements and the related financial statement schedules and notes thereto, if any, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented, except as otherwise set forth in the Pricing Disclosure Package or the Offering Memorandum. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum fairly presents in all material respects the information called for and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Sample 1
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Independent Accountants and Financial Statements. Ernst & Young LLP is an independent public accountant as required by the 1933 Act and the 1933 Act Regulations. The historical financial statements, together with the related financial schedules and notes thereto, included in the Offering Memorandum present fairly in all material respects the consolidated financial position and results of operations of Ventas and its Subsidiaries at the respective dates and for the respective periods indicated. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods presented (except as disclosed in the Offering Memorandum). The supporting schedules, if any, included in the Offering Memorandum present fairly in accordance with generally accepted accounting principles (“GAAP”) the information required to be stated therein. The summary financial information included in the Offering Memorandum present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Offering Memorandum. The other financial and statistical information and data included in the Offering Memorandum are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of Ventas and the Subsidiaries.
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Independent Accountants and Financial Statements. Ernst & Young LLP is an independent public accountant as required by the 1933 Act and the 1933 Act Regulations. The historical financial statements, together with the related financial schedules and notes thereto, included in the Registration Statements and the Prospectus present fairly in all material respects the consolidated financial position and results of operations of the Company and its subsidiaries at the respective dates and for the respective periods indicated. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods presented (except as disclosed in the Registration Statements and the Prospectus). The supporting schedules, if any, included in the Registration Statements present fairly in accordance with GAAP the information required to be stated therein. The summary selected financial information included in the Registration Statements and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statements. The other financial and statistical information and data included in the Prospectus are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of the Company and the Subsidiaries. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statements or the Prospectus that are not so included as required.
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Related to Independent Accountants and Financial Statements

  • Audits and Financial Statements A. Audits

  • Reports and Financial Statements (a) Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any of its subsidiaries with the SEC since June 10, 1998 (as such documents have since the time of their filing been amended, the "Lil Marc SEC Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Lil Marc SEC Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

  • Financial Statements Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

  • Audited Financial Statements The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Financial Statements; Accountants’ Reports; Other Information The Guarantor shall keep and maintain at all times complete and accurate books of accounts and records in sufficient detail to correctly reflect all of the Guarantor’s financial transactions and assets. In addition, the Guarantor shall furnish, or cause to be furnished, to the Lender the following:

  • Books, Financial Statements and Reports Each Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to each Lender Party at Borrower’s expense:

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Seller shall provide Buyer with Seller’s consolidated financial statements presenting the financial condition of Seller and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Seller’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery of the Closing Financial Statements, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c)).

  • Parent Financial Statements The consolidated financial statements (including all related notes thereto) of Parent included in the Parent SEC Documents (if amended, as of the date of the last such amendment filed prior to the date of this Agreement) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

  • Annual Audited Financial Statements As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;

  • Company Reports; Financial Statements (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Company Reports”). As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement 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 U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

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