Financial Statements; SEC Reports. Since January 1, 2017, TGE and TEP, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.
Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended December 28, 1996 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the dat...
Financial Statements; SEC Reports. (a) The consolidated financial statements of BancorpSouth and its subsidiaries (the "BancorpSouth Financial Statements"), including consolidated statements of condition, statements of earnings, changes in shareholders' equity and cash flows and related notes, included in the BancorpSouth SEC Reports (as defined in this section below) fairly present in all material respects the consolidated financial position of BancorpSouth and its Subsidiaries as of the respective date thereof, and fairly present in all material respects (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and consolidated financial position of BancorpSouth and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such BancorpSouth Financial Statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such BancorpSouth Financial Statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by SEC Form 10-Q.
Financial Statements; SEC Reports. Buyer's periodic filings with the SEC include complete copies of Buyer's audited consolidated financial statements consisting of balance sheets of Buyer as of December 31, 1998, 1999 and 2000 and the related statements of income, changes in stockholders' equity and cash flows together with related notes for the years then ended (collectively, "Buyer Annual Financial Statements"), complete copies of Buyer's unaudited consolidated financial statements consisting of a balance sheet of Buyer as of the nine months ended September 30, 2001 and the related statements of income, changes in stockholders' equity, and cash flows for the period then ended (collectively, "Buyer Interim Financial Statements"). Buyer Annual Financial Statements and Buyer Interim Financial Statements shall collectively be referred to as "Buyer Financial Statements." Buyer Financial Statements have been prepared from the applicable books and records of Buyer in accordance with GAAP, consistently applied (except, in the case of Buyer Interim Financial Statements, as permitted by the rules related to the preparation of a Quarterly Report on Form 10-Q) during the related periods and comply in all material respects with applicable rules and regulations of the Commission. The balance sheets contained in each of Buyer Financial Statements fairly present, in all material respects, the financial condition of Buyer as of the respective periods set forth therein, and each income statement, statement of shareholders' equity and statement of cash flow included in each of Buyer Financial Statements fairly presents, in all material respects, the consolidated results of operations, shareholders' equity and cash flows, respectively, of Buyer for the respective periods set forth therein except as described below. Buyer Annual Financial Statements have been audited by PriceWaterhouseCoopers and include the unqualified opinion of such firm. Buyer has timely filed all documents and reports that it is required to file with the SEC since December 31, 1998 (the "Buyer SEC Documents"). As of their respective date, Buyer SEC documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and, at the times they were filed (and as amended through the date of this Agreement), none of Buyer SEC Documents contained or contain any untrue statement of a material fact or omitted to state a material fact require...
Financial Statements; SEC Reports a. The Company’s financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the SEC (the “SEC Reports”) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements or as disclosed in Schedule 2.8(a) of the Company Disclosure Schedules, the Company has no material liabilities (contingent or otherwise). The Company is not a guarantor or indemnitor of any indebtedness of any other Person. The Company maintains a standard system of accounting established and administered in accordance with U.S. GAAP.
Financial Statements; SEC Reports. (a) The audited consolidated balance sheet of Buyer and the related consolidated statements of income and cash flows as of or for the fiscal year ended December 31, 2016, and the unaudited consolidated interim balance sheet of Buyer dated March 31, 2017 and the related unaudited consolidated interim statements of income and cash flows for the 3-month period ended on March 31, 2017 (including the notes thereto) (collectively, the “Buyer Financial Statements”), as filed in the Company SEC Reports, were prepared from the books and records of Buyer (which are accurate and complete in all material respects) and in accordance with GAAP (except as may be indicated in the notes thereto, or, in the case of interim or unaudited financial statements, normal year-end adjustments and the absence of notes). The Buyer Financial Statements fairly present, in all material respects, the consolidated statement of income, changes in stockholders’ equity, cash flows and consolidated financial condition of Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount).
Financial Statements; SEC Reports. (a) The audited consolidated balance sheet of ASFC and its Subsidiaries as of December 31, 1995 and December 31, 1996 and the related consolidated statements of income and cash flows for each of the years ended December 31, 1995 and December 31, 1996 and the unaudited consolidated balance sheet of ASFC and its Subsidiaries as of March 31, 1997 (the "Unaudited March Balance Sheet") and the related consolidated statement of income for the three months ended March 31, 1997, respectively, previously delivered to Buyer, present fairly, in all material respects, the consolidated financial position of ASFC and its Subsidiaries as of the dates thereof and the consolidated results of operations of ASFC and its Subsidiaries for the periods then ended in conformity with GAAP consistently applied (subject to normal year-end adjustments in the case of the unaudited interim financial statements).
Financial Statements; SEC Reports. (a) The financial statements of Seal (including, without limitation, the audited financial statements for the year ended December 31, 1997 and the unaudited financial statements for the nine months ended September 30, 1998) delivered to Oakridge are true, complete and correct in all material respects and have been prepared in accordance with Seal's books and records. The audited financial statements of Seal are sometimes referred to herein as the "Seal Audited Financial Statements" and the unaudited financial statements are sometimes referred to herein as the "Seal Unaudited Financial Statements." The Seal Audited Financial Statements and Seal Unaudited Financial Statements are sometimes collectively referred to herein as the "Seal Financial Statements." All of the Seal Financial Statements together present fairly the financial position, results of operations and changes in financial position of Seal as at the dates and for the periods indicated thereon, and are in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis, subject, in the case of the Seal Unaudited Financial Statements, to (i) the absence of certain notes, and (ii) normal year-end audit adjustments. Seal and its officers and agents have not made any illegal or improper payments to, or provided any illegal or improper benefit or inducement for, any governmental or other official, supplier, customer, or any other person, or attempted to influence any person to take or refrain from taking any action against Seal.
Financial Statements; SEC Reports. (a) Section 3.6(a) of the Seller Disclosure Schedule sets forth, with respect to each Insurance Company that is required to file statutory financial statements, true and complete copies of (i) the audited annual statutory financial statements of the Insurance Companies (together with all notes thereto) as of and for the years ended December 31, 2020 and December 31, 2019 and (ii) the unaudited interim statutory balance sheets of the Insurance Companies as of March 31, 2021 (collectively, the “Statutory Statements”).
Financial Statements; SEC Reports. (a) Since January 1, 1997, the Seller has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission (the "SEC"). As of their respective dates, such documents (the "Seller SEC Documents") complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules of the SEC applicable to such Seller SEC Documents, and no Seller SEC Document when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
