Bank Financial Statements Clause Samples

Bank Financial Statements. The Bank Financial Statements present fairly in all material respects the consolidated financial position of the Bank and its consolidated subsidiaries as of the dates indicated therein and the consolidated results of their operations for the periods specified therein; and except as stated therein, such financial statements (A) were prepared in conformity with GAAP applied on a consistent basis (except as may be noted therein) and (B) have been prepared from, and are in accordance with, the books and records of the Bank and the Bank Subsidiaries.
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Bank Financial Statements. (a) The unaudited consolidated balance sheets, income statements and statements of changes in stockholders’ equity of the Bank and its consolidated Subsidiaries as of and for the last two fiscal years (the “Bank Financial Statements”) and unaudited balance sheet and income statement of the Bank as of and for the three months ended March 31, 2008 (the “Interim Financial Statements"), copies of each of which have been provided to the Purchasers, have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as disclosed in the notes to such financial statements, and fairly present in all material respects the consolidated financial positions, results of operations and changes in stockholders’ equity of the Bank and its Subsidiaries as of the dates and for the periods indicated (subject, in the case of interim financial statements, to normal recurring year-end adjustments, none of which are or are expected to be material); the books and records of the Bank and its Subsidiaries have been, and are being, maintained in all material respects in accordance with such GAAP and any other applicable legal and accounting requirements; and the Bank’s regulatory financial reports filed with the OTS on Form FFIEC 032 or 033 or OTS Form 1313, as applicable, for the most recent calendar quarter provided to the Purchaser comply with the requirements of the OTS and are the most recent available such reports and fairly present in all material respects the information required to be stated therein (subject, in the case of interim financial statements, to normal recurring year-end adjustments, none of which are or are expected to be material). (b) Since the dates of the Bank Financial Statements or Interim Financial Statements, there has not been (A) any occurrence or event that, individually or in the aggregate, had or could reasonably expect to have Material Adverse Effect, whether or not occurring in the ordinary course of business, excluding additions to the Bank’s loan loss provisions occurring in the ordinary course of business, or (B) any dividend or distribution of any kind declared, paid or made by the Bank on any class of its capital stock other than regular quarterly dividends on the Bank’s common stock. (c) The accountants of the Bank who certified the Bank Financial Statements are independent public accountants of the Bank and its Subsidiaries within the meaning of the rules and regulations of the Bank’s Federal Bank...
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Bank Financial Statements. The Bank shall furnish to the Company as soon as reasonably practicable after they become available the following information (on a consolidated basis if applicable): (a) a balance sheet as of the close of each fiscal year; (b) a statement of income, retained earnings, and paid-in capital to the close of each fiscal year; (c) a statement of cash flow to the close of each such period; and (d) a copy of the opinion submitted by such party's independent certified public accountants in connection with such of the financial statements as have been audited; provided, however, that as long as Bank is a subsidiary of Alliance Data Systems Corporation (“ADSC”), and ADSC is publicly traded, Bank may satisfy the foregoing requirements by ADSC's filing with the Securities and Exchange Commission copies of its annual 10-K filing.
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Bank Financial Statements. RCBI has furnished HCBI with a ------------------------- true and complete copy of the Report of Condition and Income as of September 30, 2000 (the "Call Report"), for the Bank. The Call Report fairly presents, in all material respects, the financial position of the Bank and the results of its operations at the date and for the period indicated in conformity with the Instructions for the Preparation of Call Reports as promulgated by applicable regulatory authorities. The Call Report does not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein. The Bank has calculated its allowance for loan losses in accordance with regulatory accounting principles ("RAP") as applied to banking institutions and in accordance with all applicable rules and regulations. To the best knowledge of RCBI and the Bank, the allowance for loan losses account for the Bank is, adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans of the Bank.
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Bank Financial Statements. Bank has delivered to Premier prior to the execution of this Agreement copies of the following financial statements of Bancshares (which, together with all future financial statements to be furnished are collectively referred to herein as the “Bank Financial Statements”): the audited Consolidated Balance Sheets of Bancshares as of December 31, 2011 and December 31, 2012, and the related Consolidated Statements of Income, Consolidated Statements of Cash Flows and Consolidated Statements of Changes in Shareholders’ Equity for the three years ended December 31, 2012, and the notes thereto. The Bank Financial Statements (as of the dates thereof and for the periods covered thereby): (a) are in accordance with the books and records of Bank and Bancshares, which are complete and correct in all material respects that are required by generally accepted accounting principles (except as otherwise required or approved by applicable regulatory authorities or by applicable law) and which have been maintained in accordance with good business practice; and (b) present fairly the financial position and results of operations and cash flows of Bank and Bancshares as of the dates and for the periods indicated, in accordance with generally accepted accounting principles (except as otherwise required or approved by applicable regulatory authorities or by applicable law), applied on a basis consistent with prior years, and do not fail to disclose any material extraordinary or out-of-period items. Bank’s unaudited Balance Sheet and the related unaudited Statement of Income and Statement of Changes in Shareholders’ Equity, for the calendar quarter ending September 30, 2013, and for each calendar quarter thereafter until the Effective Time, all of which Bank shall deliver to Premier as soon as practicable, will be prepared in accordance with accounting principles consistently applied and will fairly present Bank’s financial condition and results of operations as of such date and for such period. A manually signed copy of the FDIC call report for each period shall be sufficient to satisfy this provision.
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Bank Financial Statements. The Bank has Previously Disclosed each of the consolidated financial statements of the Bank and its consolidated subsidiaries for each of the last three (3) completed fiscal years of the Bank (which shall be audited to the extent audited financial statements are available prior to the Signing Date) and each completed quarterly period since the last completed fiscal year (collectively the “Bank Financial Statements”). The Bank Financial Statements present fairly in all material respects the consolidated financial position of the Bank and its consolidated subsidiaries as of the dates indicated therein and the consolidated results of their operations for the periods specified therein; and except as stated therein, such financial statements (A) were prepared in conformity with GAAP applied on a consistent basis (except as may be noted therein) and (B) have been prepared from, and are in accordance with, the books and records of the Bank and the Bank Subsidiaries.
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Bank Financial Statements. Copies of the Bank Call Reports for the Bank at the close of business on March 31 and June 30, 1996, and December 31, 1991, 1992, 1993, 1994 and 1995 (collectively, the "Bank Financial Statements") are set forth on Schedule 3.8 of the Cottage Grove Book of Schedules. The Bank Financial Statements are complete and correct in all material respects and fairly present the financial position of the Bank at the dates shown and the results of operations for the periods covered. The Bank Financial Statements are unaudited statements and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis and as required by applicable rules or regulations. The Bank Financial Statements do not include any material assets or omit to state any material liabilities, absolute or contingent, or other facts, which inclusion or omission would render the Bank Financial Statements misleading in any material respect.
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Bank Financial Statements. Bank has delivered to Premier prior to the execution of this Agreement copies of the following financial statements of Bank (which, together with all future financial statements to be furnished are collectively referred to herein as the "Bank Financial Statements"): the audited Balance Sheets of Bank as of December 31, 2006, December 31, 2005 and December 31, 2004, and the related Statements of Income, Statements of Cash Flows and Statements of Changes in Shareholders’ Equity for the years then ended, and the notes thereto. The Bank Financial Statements (as of the dates thereof and for the periods covered thereby): (a) are in accordance with the books and records of Bank, which are complete and correct in all material respects that are required by generally accepted accounting principles (except as otherwise required or approved by applicable regulatory authorities or by applicable law) and which have been maintained in accordance with good business practice; and (b) present fairly the financial position and results of operations and changes in financial position of Bank as of the dates and for the periods indicated, in accordance with generally accepted accounting principles (except as otherwise required or approved by applicable regulatory authorities or by applicable law), applied on a basis consistent with prior years, and do not fail to disclose any material extraordinary or out-of-period items. Bank's unaudited Balance Sheet and the related unaudited Statement of Income and Statement of Changes in Shareholders’ Equity, as reported in the Bank’s FDIC Quarterly Call Report for the calendar quarter ending June 30, 2007, and for each calendar quarter thereafter until the Effective Time, all of which Bank shall deliver to Premier as soon as practicable, will be prepared in accordance with accounting principles consistently applied and will fairly present Bank's financial condition and results of operations as of such date and for such period.
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Related to Bank Financial Statements

  • Interim Financial Statements The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 2012 and the related unaudited consolidated statements of income and cash flows for the six months then ended fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year-end audit adjustments).

  • Historical Financial Statements The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments.

  • Reports; Financial Statements (a) Since January 1, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) 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; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

  • Original Financial Statements (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant period. (c) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements. (d) Its most recent financial statements delivered pursuant to clause 22.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (e) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (f) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

  • SEC Filings; Financial Statements (a) The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports 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. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.