Financial Statements; Internal Controls. (a) SWBS has previously delivered or made available to FBMS copies of SWBS’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SWBS and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBS) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS have been conducted in accordance with GAAP. Since December 31, 2016, neither SWBS nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a). (b) The records, systems, controls, data and information of SWBS and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. SWBS has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBS’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBS’s internal control over financial reporting. (c) Except as set forth in SWBS Disclosure Schedule 3.07, since January 1, 2014, neither SWBS nor any of its Subsidiaries nor, to SWBS’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Financial Statements; Internal Controls. (a) SWBS LBC has previously delivered or made available to FBMS CBAN copies of SWBSLBC’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162017, 2015 2016 and 20142015, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇, LLC▇▇▇ LLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six nine months ended June September 30, 2017 2018 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SWBS LBC and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBSLBC) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBSLBC’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBSLBC. The audits of SWBS LBC have been conducted in accordance with GAAP. Since December 31, 20162017, neither SWBS LBC nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162017. True, correct and complete copies of the Financial Statements are set forth in SWBS LBC Disclosure Schedule 3.07(a).
(b) The records, systems, controls, data and information of SWBS LBC and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS LBC or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS LBC and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. SWBS LBC has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS LBC (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBSLBC’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBSLBC’s internal control over financial reporting.
(c) Except as set forth in SWBS LBC Disclosure Schedule 3.073.07(c), since January 1, 20142015, neither SWBS LBC nor any of its Subsidiaries nor, to SWBSLBC’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS LBC or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS LBC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS LBC or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Financial Statements; Internal Controls. (a) SWBS DBI has previously delivered or made available to FBMS BFC copies of SWBSDBI’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162020, 2015 2019 and 20142018, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and ▇▇& ▇▇▇▇▇, LLCPLLC, independent registered accountants (collectively, the “Audited Annual Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six nine months ended June September 30, 2017 2021 (the “Unaudited Interim Financial Statements” and collectively with the Audited Annual Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SWBS DBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Interim Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBSDBI) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Annual Financial Statements). No financial statements of any entity or enterprise other than the SWBSDBI’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBSDBI. The audits of SWBS DBI have been conducted in accordance with GAAP. Since December 31, 20162020, neither SWBS DBI nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162020. True, correct and complete copies of the Financial Statements are set forth in SWBS DBI Disclosure Schedule 3.07(a).
(b) The records, systems, controls, data and information of SWBS DBI and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS DBI or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS DBI and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. SWBS DBI has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS DBI (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBSDBI’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBSDBI’s internal control over financial reporting. DBI has made available to BFC a summary of any such disclosure made by management to the auditor and/or audit committee of BFC or any Subsidiary.
(c) Except as set forth in SWBS DBI Disclosure Schedule 3.073.07(c), since January 1, 20142018, neither SWBS DBI nor any of its Subsidiaries nor, to SWBSDBI’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS DBI or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS DBI or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS DBI or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
(d) The most recent Financial Statements as of the date hereof reflect an adequate reserve, in accordance with GAAP, for all Taxes payable by DBI and its Subsidiaries for all taxable periods through the date of such Financial Statements. Since December 31, 2020, neither DBI nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the Ordinary Course of Business.
Appears in 1 contract
Sources: Merger Agreement (Bank First Corp)
Financial Statements; Internal Controls. (a) SWBS FPB has previously delivered or made available to FBMS copies of SWBSFPB’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162017, 2015 2016 and 20142015, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and Postlethwaite & N▇▇▇▇▇▇▇, LLC▇▇▇, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 2018 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SWBS FPB and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBSFPB) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBSFPB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBSFPB. The audits of SWBS FPB have been conducted in accordance with GAAP. Since December 31, 20162017, neither SWBS FPB nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162017. True, correct and complete copies of the Financial Statements are set forth in SWBS FPB Disclosure Schedule 3.07(a).
(b) The records, systems, controls, data and information of SWBS FPB and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS FPB or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS FPB and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. SWBS FPB has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS FPB (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBSFPB’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBSFPB’s internal control over financial reporting.
(c) Except as set forth in SWBS FPB Disclosure Schedule 3.07, since January 1, 20142015, neither SWBS FPB nor any of its Subsidiaries nor, to SWBSFPB’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS FPB or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS FPB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS FPB or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Financial Statements; Internal Controls. (a) SWBS BBI has previously delivered or made available to FBMS copies of SWBSBBI’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162021, 2015 2020 and 20142019, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and & ▇▇▇▇▇▇▇, LLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six three months ended June 30March 31, 2017 2022 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SWBS BBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied. The Unaudited Financial Statements are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations of BBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, subject to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBS) BBI), the absence of statements of changes in shareholders’ equity and statements of cash flow, and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBSBBI’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBSBBI. The audits of SWBS BBI have been conducted in accordance with GAAP. Since December 31, 20162019, neither SWBS BBI nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162019. True, correct and complete copies of the Financial Statements are set forth in SWBS BBI Disclosure Schedule 3.07(a).
(b) The records, systems, controls, data and information of SWBS BBI and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS BBI or its Subsidiaries or accountants (including all means of access thereto and therefrom), except to the extent such records are stored and maintained by third-party data processors. SWBS BBI and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. SWBS BBI has disclosed disclosed, based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS BBI (i) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBSBBI’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBSBBI’s internal control over financial reporting.
(c) Except as set forth in SWBS Disclosure Schedule 3.07, since Since January 1, 20142019, neither SWBS BBI nor any of its Subsidiaries nor, to SWBSBBI’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS BBI or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS BBI or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS BBI or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Financial Statements; Internal Controls. (a) SWBS Foundation Bancorp has previously delivered or made available to FBMS PCC true and complete copies of SWBSFoundation Bancorp’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended balance sheets as of December 31, 20162013, 2015 2014 and 20142015, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes consolidated statements of income and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operationscomprehensive income, changes in shareholders’ equity, and statements of cash flows for the fiscal years then ended, audited by ▇▇▇▇ ▇▇▇▇▇ LLP, including the footnotes thereto, additional or supplemental information supplied therewith and the report of SWBS ▇▇▇▇ ▇▇▇▇▇ LLP prepared in connection therewith. The documents described above, together with the call reports of the Bank for the fiscal quarter ended December 31, 2015 (collectively, the “Foundation Bancorp Financial Statements”): (i) have been prepared in accordance with the books and its consolidated Subsidiaries records of Foundation Bancorp and the Bank and present fairly and accurately in all material respects the assets, liabilities, shareholders’ equity, revenues, expenses, cash flows and financial condition of Foundation Bancorp and the Bank as of the respective dates thereof, and the results of and operations for the periods referred to in such financial statements, all then ended; and (ii) have been prepared in accordance with GAAPGAAP (or in accordance with regulatory accounting principles to the extent different from GAAP and required by any Regulatory Authority or to which Foundation Bancorp and the Bank are subject) consistently applied during the periods involved.
(b) Neither Foundation Bancorp nor any Foundation Bancorp Subsidiary has any liability (whether absolute, consistently appliedaccrued, subjectcontingent or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of Foundation Bancorp at December 31, 2015 (including any notes thereto), (ii) liabilities incurred in the case ordinary course of the Unaudited Financial Statementsbusiness consistent with past practice since December 31, to normal2015 which have been Previously Disclosed, recurring year-end adjustments (the effect of which has not had, and iii) liabilities that would not be reasonably be expected to havelikely, individually or in the aggregate, to have a Material Adverse Effect Effect, or (iv) liabilities in connection with respect to SWBS) this Agreement and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS have been conducted in accordance with GAAP. Since December 31, 2016, neither SWBS nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a)transactions contemplated hereby.
(bc) The records, systems, controls, data and information of SWBS each of Foundation Bancorp and its the Foundation Bancorp Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS Foundation Bancorp (subject to Foundation Bancorp’s contract for service bureau and other technology services and customary agreements with third party vendors) or its Subsidiaries a Foundation Bancorp Subsidiary or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in Section 4.3(f) hereof.
(d) Since December 31, 2013, (A) neither Foundation Bancorp, nor any of the Foundation Bancorp Subsidiaries nor, to Foundation Bancorp’s Knowledge, any director, officer, employee, auditor, accountant or representative of Foundation Bancorp or the Foundation Bancorp Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Foundation Bancorp or any Foundation Bancorp Subsidiary or their respective internal accounting or financial reporting controls, including any material complaint, allegation, assertion or claim that Foundation Bancorp or any Foundation Bancorp Subsidiary has engaged in questionable accounting or auditing practices, (B) no attorney representing Foundation Bancorp or any Foundation Bancorp Subsidiary, whether or not employed by Foundation Bancorp or any Foundation Bancorp Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Foundation Bancorp or any Foundation Bancorp Subsidiary or any of their respective officers, directors, employees or agents to the Foundation Bancorp Board, or any committee thereof or to any director or officer of Foundation Bancorp or any Foundation Bancorp Subsidiary, and (C) neither Foundation Bancorp, nor any of the Foundation Bancorp Subsidiaries, has Knowledge of a violation of securities laws, breach of fiduciary duty or similar violation by Foundation Bancorp or any Foundation Bancorp Subsidiary or any of their respective officers, directors, employees or agents. SWBS Foundation Bancorp has delivered or made available to PCC copies of all management or other letters delivered to Foundation Bancorp by its independent accountants in connection with any of the financial statements of Foundation Bancorp or by such accountants regarding the internal controls or internal compliance procedures and systems of Foundation Bancorp or any Foundation Bancorp Subsidiary issued at any time since January 1, 2013, and will make available for inspection by PCC or its representatives, at such times and places as PCC may reasonably request, reports and working papers produced or developed by such accountants, subject to the approval, terms and conditions of those accountants. ▇▇▇▇ ▇▇▇▇▇ LLP has not resigned (or informed Foundation Bancorp that it intends to resign) or been dismissed as the independent public accountants of Foundation Bancorp as a result of or in connection with any disagreements with Foundation Bancorp on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(e) Since December 31, 2013, each of Foundation Bancorp and the Foundation Bancorp Subsidiaries have devised timely filed all reports, registrations, statements and maintain submissions, together with any amendments required to be made with respect thereto, required to be filed with any Regulatory Authority and all other material reports and statements required to be filed, including, without limitation, any report or statement required to be filed pursuant to the laws of the United States and the rules and regulations of any Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith. As of their respective dates, each of such reports, registrations, statements and submissions (i) were true and complete in all material respects (or amended to be so promptly following discovery of any discrepancy), (ii) complied in all material respects with all of the laws, rules and regulations of the applicable Regulatory Authority with which such reports, registrations, statements and submissions were filed and (iii) did 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 therein, in light of the circumstances under which they were made, not misleading. The capital stock of Foundation Bancorp or any Foundation Bancorp Subsidiary is not required to be registered, and is not registered, under Section 12 of the Exchange Act. Neither Foundation Bancorp nor any Foundation Bancorp Subsidiary is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
(f) Each of Foundation Bancorp and the Foundation Bancorp Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances assurance: (i) that transactions are executed in accordance with management’s general or specific authorizations, (ii) regarding the reliability of financial reporting and the financial statements, and (iii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP (or in accordance with GAAPregulatory accounting principles to the extent different from GAAP and required by any Regulatory Authority or to which Foundation Bancorp and the Bank are subject) and to maintain asset accountability. SWBS Foundation Bancorp has disclosed disclosed, based on its most recent evaluationsevaluation prior to the date hereof, to its outside independent auditors and the audit committee of the board of directors of SWBS Foundation Bancorp Board (i1) all any deficiencies, significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting which are reasonably likely to could adversely affect SWBS’s its ability to record, process, summarize and report financial data and has identified for its independent auditors any deficiencies, significant deficiencies or material weaknesses in such internal controls, and (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBS’s its internal control controls, or controls over financial reporting.
(cg) Except as set forth in SWBS Section 4.3(g) of the Foundation Bancorp Disclosure Schedule 3.07sets forth a true and complete list of all entities affiliated with Foundation Bancorp or any Foundation Bancorp Subsidiary, since January 1including without limitation, 2014all special purpose entities, neither SWBS nor limited purpose entities and qualified special purpose entities in which Foundation Bancorp or any Foundation Bancorp Subsidiary has an economic or management interest. Section 4.3(g) of its Subsidiaries northe Foundation Bancorp Disclosure Schedule also sets forth a true and complete list of all transactions, to SWBS’s Knowledgearrangements, and other relationships between or among any such affiliated entity, Foundation Bancorp, any directorFoundation Bancorp Subsidiary, officer, employee, auditor, accountant and any executive officer or representative director of SWBS Foundation Bancorp or any Foundation Bancorp Subsidiary, that are not reflected in the consolidated financial statements of its Subsidiaries has receivedFoundation Bancorp (each, a “Foundation Bancorp Off Balance Sheet Transaction”), along with the following information with respect to each such Foundation Bancorp Off Balance Sheet Transaction: (i) the business purpose, activities, and economic substance; (ii) the key terms and conditions; (iii) the potential risk to Foundation Bancorp or any Foundation Bancorp Subsidiary; and (iv) the amount of any guarantee, line of credit, standby letter of credit or commitment, or otherwise had or obtained Knowledge ofany other type of arrangement, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS that could require Foundation Bancorp or any of its Subsidiaries or their respective internal accounting controls, including Foundation Bancorp Subsidiary to fund any material complaint, allegation, assertion or claim that SWBS or obligations under any of its Subsidiaries has engaged in questionable accounting or auditing practicessuch transaction.
Appears in 1 contract
Financial Statements; Internal Controls. (a) SWBS HSBI has previously delivered or made available to FBMS copies of SWBSHSBI’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162021, 2015 2020 and 20142019, accompanied by the unqualified audit reports of ▇▇W▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLCLLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six three months ended June 30March 31, 2017 2022 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SWBS HSBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied. The Unaudited Financial Statements are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations of HSBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, subject to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBS) HSBI), the absence of statements of changes in shareholders’ equity and statements of cash flow, and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBSHSBI’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBSHSBI. The audits of SWBS HSBI have been conducted in accordance with GAAP. Since December 31, 20162019, neither SWBS HSBI nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162019. True, correct and complete copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a)have been made available to FBMS prior to the date of this Agreement.
(b) The records, systems, controls, data and information of SWBS HSBI and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS HSBI or its Subsidiaries or accountants (including all means of access thereto and therefrom), except to the extent such records are stored and maintained by third party data processors. SWBS HSBI and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. SWBS HSBI has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS HSBI (i) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBSHSBI’s ability to record, process, summarize and report financial data and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in SWBSHSBI’s internal control over financial reporting.
(c) Except as set forth in SWBS Disclosure Schedule 3.07, since Since January 1, 20142019, neither SWBS HSBI nor any of its Subsidiaries nor, to SWBSHSBI’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS HSBI or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS HSBI or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS HSBI or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Financial Statements; Internal Controls. (a) SWBS has previously delivered or made available to FBMS copies of SWBS’s (i) The audited consolidated balance sheets of SBT as of December 31, 2018 (the “SBT Balance Sheet Date”) and December 31, 2017, together with the audited statements of financial position, statements (including the related notes of comprehensive income, statements of changes in shareholders’ equity and schedules thereto) statements of cash flows of SBT for each of the years ended December 31, 20162018 and December 31, 2015 and 20142017, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLC, independent registered accountants (collectively, the “SBT Audited Financial Statements”) ), were prepared and (ii) unaudited interim consolidated audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with applicable Law and the IFRS as at the SBT Balance Sheet Date, except as otherwise noted therein, using accounting policies, practices and procedures consistent with those used in the preparation of the relevant financial statements (including the related notes of SBT and schedules thereto) its Subsidiaries for the six months ended June 30two (2) financial years and two (2) preceding accounting periods prior to the SBT Balance Sheet Date, 2017 (and the auditor’s reports with respect to the SBT Audited Financial Statements do not contain a “Unaudited Financial Statementsgoing concern” or qualification or exception as to the scope of the audit. Prior to the date hereof, true, complete and collectively with correct copies of the SBT Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operationsaccompanying independent auditors’ reports, changes in shareholders’ equityas applicable, and cash flows of SWBS and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, have been made available in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBS) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS have been conducted in accordance with GAAP. Since December 31, 2016, neither SWBS nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a)SBT Data Room.
(b) The recordsSBT Audited Financial Statements show a true and fair view of: (i) the assets, systemsliabilities, controls, data financial position and information state of SWBS affairs of SBT and its Subsidiaries are recordedas at the SBT Balance Sheet Date; and (ii) the profits and losses, stored, maintained changes in shareholders’ equity and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership cash flow of SBT and direct control of SWBS or its Subsidiaries or accountants for the financial year ended on the SBT Balance Sheet Date, in accordance with and subject to the standards principles and practices specified therein.
(including all means of access thereto and therefrom). SWBS c) SBT and its Subsidiaries have devised made available in the SBT Data Room the unaudited consolidated balance sheets and related unaudited consolidated statements of income, shareholders’ equity and cash flows of SBT and its Subsidiaries as of September 30, 2019 (the “SBT Unaudited Financial Statements”). Subject to notes and normal year-end audit adjustments that are not material in amount or effect, the SBT Unaudited Financial Statements were prepared in accordance with the standards, principles and practices specified in the SBT Audited Financial Statements and, subject thereto, in accordance with applicable Law and the IFRS and show a true and fair view, in all material respects, of the: (i) assets, liabilities, the financial position and state of affairs of SBT and its Subsidiaries as of September 30, 2019; and (ii) the profits and losses and cash flow of SBT and its Subsidiaries for the period ended as of September 30, 2019.
(d) SBT and its Subsidiaries maintain a system of internal accounting controls and procedures that are sufficient to provide reasonable assurances regarding the reliability of financial reporting and the assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and applicable Laws, and to maintain asset accountability; (iii) access to material assets is permitted only in accordance with GAAPmanagement’s general or specific authorization and (iv) accounts, notes and other receivables are recorded accurately. SWBS has disclosed based on Within the three (3) financial years prior to the SBT Balance Sheet Date, neither SBT nor any of its most recent evaluations, to its outside auditors Subsidiaries (including their personnel and the audit committee of the board of directors of SWBS (i) all significant deficiencies and material weaknesses independent accountants who participated in the design preparation or operation review of financial statements or the internal accounting controls employed by SBT or any of its Subsidiaries) has identified or been made aware of (x) any significant deficiency or material weakness in the system of internal control over financial reporting which are reasonably likely to adversely affect SWBS’s ability to recordaccounting controls utilized by SBT or any of its Subsidiaries, process, summarize and report financial data and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBS’s internal control over financial reporting.
(c) Except as set forth in SWBS Disclosure Schedule 3.07, since January 1, 2014, neither SWBS nor any of its Subsidiaries nor, to SWBS’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS SBT or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion personnel involved in financial reporting or (z) any written claim that SWBS or allegation regarding any of the foregoing. The SBT Audited Financial Statements and the SBT Unaudited Financial Statements, when delivered by SBT for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 9.1, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC and the Securities Act in effect as of such date.
(e) Each of SBT and its Subsidiaries has engaged in questionable maintained its accounting or auditing practicesrecords on a proper and consistent basis and they are up-to-date, except where failure does not have a SBT Material Adverse Effect.
Appears in 1 contract
Sources: Business Combination Agreement (Diamond Eagle Acquisition Corp. \ DE)
Financial Statements; Internal Controls. (a) SWBS has previously delivered or made available to FBMS copies of SWBS’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SWBS and its consolidated Subsidiaries as Section 6.6 of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBS) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS have been conducted in accordance with GAAP. Since December 31, 2016, neither SWBS nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set Disclosure Memorandum sets forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. Truetrue, correct and complete copies of the Year-End Financial Statements. The Year-End Financial Statements (i) have been prepared from, and are set forth consistent in SWBS Disclosure Schedule 3.07(a)all material respects with the books and Records of the Company and its Subsidiaries; (ii) have been prepared in accordance with GAAP, been audited in accordance with GAAS and standards applicable to financial audits contained in GAGAS, in each case consistently applied throughout the periods, excluding the Year-End Financial Statements for the year ended December 31, 2020, which are subject to normal and recurring year-end adjustments; and (iii) present fairly in all material respects the financial condition, results of operations, cash flow and, solely with respect to the Year-End Financial Statements, changes in stockholders’ equity of the Company and the consolidated Subsidiaries for the periods covered and as of the respective dates thereof.
(b) The records, systems, controls, data and information of SWBS and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS and its Subsidiaries have Company has devised and maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. SWBS has disclosed based on The Company and its most recent evaluations, to its outside auditors Subsidiaries maintain accurate books and Records reflecting the audit committee of the board of directors of SWBS Assets and their liabilities and maintains proper and adequate internal accounting and record-keeping controls that provide reasonable assurance that: (i) all significant deficiencies the Company and material weaknesses its Subsidiaries maintain no off-the-book accounts and the Assets are used only in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBSaccordance with management’s ability to record, process, summarize and report financial data and directives; (ii) transactions are executed in accordance with management’s authorizations; (iii) transactions are recorded as necessary to permit preparation of financial statements consistent with past practice and to maintain asset accountability; (iv) access to the Assets is permitted only in accordance with management’s authorization; (v) the recorded accounting for the Assets is compared with the existing assets at regular intervals and appropriate action is taken with respect to any frauddifferences; (vi) accounts, whether or notes and other receivables and inventory are recorded accurately consistent with past practice and do not materialinclude any amounts for which there is no written contractual commitment to pay, that involves management or and proper and adequate procedures are implemented to effect the collection of accounts, notes and other employees who have receivables on a significant role current and timely basis; and (vii) the Company and its Subsidiaries maintain records in SWBS’s internal control over financial reportingaccordance with statutory records retention requirement.
(c) Except as set forth in SWBS Disclosure Schedule 3.07, since January 1, 2014, neither SWBS nor any of The accounts receivable reflected on the Year-End Financial Statements and the accounts receivable arising after the date thereof (i) have arisen from bona fide transactions entered into by the Company or its Subsidiaries norinvolving the rendering of services in the Ordinary Course; (ii) constitute only valid, to SWBS’s Knowledge, any director, officer, employee, auditor, accountant or representative undisputed claims of SWBS or any of the Company and its Subsidiaries has receivednot subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course; and (iii) subject to a reserve for bad debts shown on the Year-End Financial Statements or, or otherwise had or obtained Knowledge ofwith respect to accounts receivable arising after the Balance Sheet Date in the Ordinary Course, any material complaint, allegation, assertion or claim regarding on the accounting or auditing practicesrecords of the Company and its Subsidiaries, proceduresare collectible. The reserve for bad debts shown on the Year-End Financial Statements or, methodologies or methods with respect to accounts receivable arising after the Balance Sheet Date in the Ordinary Course, on the accounting records of SWBS or any of the Company and its Subsidiaries or their respective internal accounting controlsSubsidiaries, including any material complainthas been determined in accordance with GAAP, allegation, assertion or claim that SWBS or any of its Subsidiaries has engaged in questionable accounting or auditing practicesconsistently applied.
Appears in 1 contract
Sources: Stock Purchase Agreement (Universal Technical Institute Inc)
Financial Statements; Internal Controls. (a) SWBS has previously delivered or made available to FBMS copies The following financial statements are attached as Section 2.3 of SWBS’s the Company Disclosure Schedule: (i) the audited consolidated financial statements (including of the related notes Company and schedules thereto) for the years ended its Subsidiaries as of December 31, 20162010 and 2009, 2015 including the balance sheet and 2014the related statements of operations, accompanied by statements of changes in stockholders’ equity and statements of cash flows of the unqualified audit reports Company and its Subsidiaries as of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇for the fiscal years then ended, LLCincluding in each case the notes thereto, together with the report of the independent registered accountants certified public accounting firm set forth therein (collectively, the “Audited Financial Statements”) ); and (ii) the unaudited interim consolidated financial statements (of the Company and its Subsidiaries as of February 28, 2011, including the balance sheet and the related notes statement of operations, statement of changes in stockholders’ equity and schedules thereto) statement of cash flows of the Company and its Subsidiaries as of and for the six months two (2) month period then ended June 30(such financial statements, 2017 (the “Unaudited Financial Statements” ”; the balance sheet of the Company and collectively with its Subsidiaries as of February 28, 2011, the “Reference Balance Sheet”; the date of the Reference Balance Sheet, the “Reference Balance Sheet Date”); (the Audited Financial Statements and the Unaudited Financial Statements, collectively, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SWBS and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all have been prepared in accordance with GAAP, consistently applied, subjectapplied (except, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBS) and for the absence of notes and schedules footnotes (that, if presented, would not differ materially from those included in the Audited Financial Statements) and normal recurring year end adjustments). No The Financial Statements fairly present, in all material respects, the financial statements position of any entity or enterprise other than the SWBS’s Company and its Subsidiaries are required by GAAP to be included and the results of operations and changes in cash flows as of the consolidated financial statements of SWBSdates and for the periods specified. The audits of SWBS Financial Statements have been conducted prepared in accordance with GAAPthe books and records of the Company and its Subsidiaries. Since December 31, 2016, neither SWBS nor any of The Company and its Subsidiaries has any liabilities or obligations have made and kept (and given Parent access to their) books and records and accounts, in accordance with applicable Legal Requirements, which accurately and fairly reflect, in all material respects, the activities of a nature that would be required by GAAP to be set forth on Company and its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a)Subsidiaries.
(b) The recordsNeither the Company, systems, controls, data and information of SWBS and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. SWBS has disclosed based on its most recent evaluations, to its outside auditors and the audit committee Subsidiary of the board of directors of SWBS (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBS’s ability to recordCompany, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBS’s internal control over financial reporting.
(c) Except as set forth in SWBS Disclosure Schedule 3.07, since January 1, 2014, neither SWBS nor any of its Subsidiaries nor, to SWBS’s Knowledgethe Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of SWBS the Company or any Subsidiary of its Subsidiaries the Company, has received, within the last three (3) years received or has otherwise had or obtained Knowledge of, of any material complaint, allegation, assertion or claim (other than discussions among accounting professionals in the ordinary course which were resolved in the ordinary course), whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS the Company or any Subsidiary of the Company or internal control over financial reporting of the Company and its Subsidiaries or their respective internal accounting controlsSubsidiaries, including knowledge of any material complaint, allegation, assertion or claim that SWBS the Company or any Subsidiary of its Subsidiaries the Company has engaged in questionable or improper accounting or auditing practices.
Appears in 1 contract
Sources: Merger Agreement (Amsurg Corp)
Financial Statements; Internal Controls. (a) SWBS has previously delivered or made available to FBMS copies of SWBS’s (i) The audited consolidated financial statements (including the related notes and schedules thereto) for the years ended balance sheet of DK as of December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLC, independent registered accountants 2018 (collectively, the “DK Balance Sheet Date”) and December 31, 2017 together with the audited consolidated statement of operations, statement of redeemable convertible preferred stock and stockholders’ deficit and statements of cash flows of DK and its Subsidiaries as of the DK Balance Sheet Date, together with the auditor’s reports thereon (the “DK Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30), 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statementspresent fairly, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects respects, the financial condition position of DK and its Subsidiaries as of December 31, 2018 and December 31, 2017 and the results of operations, changes in shareholders’ equity, its operations and its cash flows of SWBS and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all years then ended. The DK Audited Financial Statements were prepared and audited in accordance with GAAP, consistently applied, subject, accounting principles generally accepted in the case United States of the Unaudited Financial Statements, to normal, recurring year-end adjustments America (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBS) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS have been conducted in accordance with “U.S. GAAP. Since December 31, 2016, neither SWBS nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a”).
(b) The records, systems, controls, data and information of SWBS and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS DK and its Subsidiaries have devised made available to the parties prior to the date of this Agreement the unaudited consolidated balance sheets and related unaudited consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit and cash flows of DK and its Subsidiaries as of September 30, 2019 (the “DK Unaudited Financial Statements”). Subject to the notes thereto and normal year-end audit adjustments that are not material in amount or effect, the DK Unaudited Financial Statements were prepared in accordance with and subject to the standards, principles and practices specified in the DK Audited Financial Statements and in accordance with applicable Law and U.S. GAAP, and present fairly, in all material respects, of the financial position of DK and its Subsidiaries as of September 30, 2019 and the results of its operations and its cash flows for the nine-month period ended as of September 30, 2019.
(c) DK and its Subsidiaries maintain a system of internal accounting controls and procedures that is sufficient to provide reasonable assurances regarding the reliability of financial reporting and the assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability for DK’s assets, (iii) access to material assets is permitted only in accordance with management’s general or specific authorization, (iv) the reporting of DK’s assets is compared with existing assets at regular intervals and (v) accounts, notes and other receivables are recorded accurately and reserves established against them based upon actual prior experience and in accordance with U.S. GAAP, and proper procedures are implemented for the collection thereof on a commercially reasonable basis. SWBS has disclosed based During the three (3) financial years ending on the DK Balance Sheet Date, neither DK nor any of its most recent evaluations, to Subsidiaries (including their personnel and independent accountants of DK or any of its outside auditors and the audit committee of the board of directors of SWBS (i) all significant deficiencies and material weaknesses Subsidiaries who participated in the design preparation or operation review of DK’s financial statements or the internal control over financial reporting which are reasonably likely to adversely affect SWBS’s ability to record, process, summarize and report financial data and (iiaccounting controls) has identified or been made aware of any fraud, whether or not material, that involves management or other employees who have a significant role in SWBS’s internal control over financial reporting.
(c) Except as set forth in SWBS Disclosure Schedule 3.07, since January 1, 2014, neither SWBS nor any of its Subsidiaries nor, to SWBS’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS DK or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS or any of its Subsidiaries has engaged their personnel involved in questionable financial reporting. The DK Audited Financial Statements and the DK Unaudited Financial Statements, when delivered by DK for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 9.01, will comply in all material respects with the applicable accounting or auditing practicesrequirements and with the rules and regulations of the SEC and the Securities Act in effect as of such date.
Appears in 1 contract
Sources: Business Combination Agreement (Diamond Eagle Acquisition Corp. \ DE)
Financial Statements; Internal Controls. (a) SWBS has previously delivered or made available to FBMS copies Section 4.04 of SWBSthe SafeStitch Disclosure Letter includes a complete copy of SafeStitch’s (i) unaudited balance sheet, income statement and statement of cash flows of SafeStitch as of and for the six month period ended June 30, 2013, and the audited consolidated financial statements (including the related notes balance sheet, income statement and schedules thereto) statement of cash flows of SafeStitch for the years ended December 31, 20162011 and December 31, 2015 2012 (collectively, the “SafeStitch Financial Statements”). The SafeStitch Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and 2014with each other. The SafeStitch Financial Statements present fairly the financial condition and operating results of SafeStitch and its consolidated Subsidiaries as of the dates, accompanied and for the periods, indicated therein, subject to normal year-end audit adjustments (none of which, individually or in the aggregate, are material). SafeStitch maintains a standard system of accounting established and administered in accordance with GAAP. SafeStitch’s unaudited balance sheet as of June 30, 2013, is referred to as the “SafeStitch Balance Sheet.”
(b) SafeStitch and its Subsidiaries have filed or furnished each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) required to be filed or furnished by SafeStitch or any of its Subsidiaries pursuant to the unqualified audit reports Securities Act or the Exchange Act with the SEC since January 1, 2010 (as such documents have since the time of ▇▇▇▇▇▇▇ their filing been amended or supplemented, the “SafeStitch SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto, the SafeStitch SEC Reports (A) complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and, to the extent applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”), LLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (iiB) unaudited interim consolidated financial did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements (including therein, in light of the related notes and schedules thereto) for the six months ended June 30circumstances under which they were made, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”)not misleading. The SafeStitch Financial Statements (including any related notes and schedules thereto) are accurate and complete complied as to form in all material respects with the published rules and fairly present regulations of the SEC with respect thereto in all material respects effect at the financial condition time of filing or furnishing the applicable SafeStitch SEC Report.
(i) Each of the principal executive officer of SafeStitch and the results principal financial officer of operationsSafeStitch (or each former principal executive officer of SafeStitch and each former principal financial officer of SafeStitch, changes in shareholders’ equity, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and cash flows 906 of SWBS SOX and its consolidated Subsidiaries as the rules and regulations of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect SEC promulgated thereunder with respect to SWBS) the SafeStitch SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the absence of notes and schedules (that, if presented, would not differ materially from those included meanings given to such terms in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS have been conducted in accordance with GAAPSOX. Since December 31January 1, 20162012, neither SWBS SafeStitch nor any of its Subsidiaries has arranged any liabilities outstanding “extensions of credit” to directors or obligations executive officers within the meaning of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course Section 402 of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a)SOX.
(bii) The records, systems, controls, data SafeStitch has designed and information of SWBS and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS and its Subsidiaries have devised and maintain maintains a system of internal accounting controls control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting reporting. SafeStitch (x) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the preparation of financial statements Exchange Act) to provide reasonable assurance that all information required to be disclosed by SafeStitch in accordance with GAAP. SWBS the 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 and is accumulated and communicated to SafeStitch’s management as appropriate to allow timely decisions regarding required disclosure, and (y) has disclosed disclosed, based on its most recent evaluationsevaluation of internal control over financial reporting, to its SafeStitch’s outside auditors and the audit committee of the board Board of directors Directors of SWBS SafeStitch (iA) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBSSafeStitch’s ability to record, process, summarize and report financial data information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBSSafeStitch’s internal control over financial reporting.
(c) Except as set forth in SWBS Disclosure Schedule 3.07. Since December 31, since January 1, 2014, neither SWBS nor any of its Subsidiaries nor, to SWBS’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of2009, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS or change in internal control over financial reporting required to be disclosed in any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS or any of its Subsidiaries SafeStitch SEC Report has engaged in questionable accounting or auditing practicesbeen so disclosed.
Appears in 1 contract
Financial Statements; Internal Controls. (a) SWBS has previously delivered or made available to FBMS copies Attached as Section 2.7 of SWBS’s the Company Disclosure Schedule are (i) the audited consolidated financial balance sheets, statements (including of income and shareholders’ equity and statements of cash flows of the related notes Company as of and schedules thereto) for the fiscal years ended December 31, 2016, 2015 and 2014December 31, accompanied by 2014 and (ii)(1) the unqualified audit reports unaudited consolidated balance sheet of ▇▇▇▇▇▇▇ Company (the “Company Balance Sheet”) as of May 31, 2016 (the “Company Balance Sheet Date”) and ▇▇▇▇▇▇▇(2) the unaudited consolidated statements of income, LLCshareholders’ equity and cash flows for the five-month period ended on the Company Balance Sheet Date, independent registered accountants together with the notes to such financial statements (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements (including any related notes and schedules theretoi) are accurate and complete consistent in all material respects with the books and records of the Company; (ii) have been prepared in accordance with GAAP (except that the unaudited Company Financial Statements do not contain footnotes and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered; and (iii) fairly present in all material respects the in accordance with GAAP financial condition and the position, results of operationsincome, changes in shareholders’ equity, equity and cash flows of SWBS the Company and its consolidated the Company Subsidiaries as of the respective dates indicated therein, subject to normal year-end adjustments and the absence of and for footnotes in the periods referred case of the unaudited Company Financial Statements. The statements of income included in the Company Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to in such financial statements, all be disclosed separately in accordance with GAAP, consistently applied, subject, except as expressly specified in the case applicable statement of operations or notes thereto. The books of account of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBS) Company and the absence Company Subsidiaries accurately reflect the Company’s and the Company Subsidiaries’ items of notes income and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS expense and all assets and liabilities and accruals that properly should have been conducted reflected therein in accordance with GAAP. Since December 31, 2016, neither SWBS nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or consistently applied throughout the periods covered thereby except as disclosed in the notes thereto except for liabilities reflected Company Financial Statements. The Company and the Company Subsidiaries have provided or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete made available to Parent copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a)all material written correspondence with their independent certified accountants since January 1, 2014.
(b) The records, systems, controls, data Each of the Company and information of SWBS and its the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS and its Subsidiaries have devised and maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of over financial reporting that provides reasonable assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries, respectively; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP. SWBS has disclosed based on its most recent evaluations, GAAP and to its outside auditors maintain accountability for the assets and liabilities of the Company and the audit committee Company Subsidiaries, respectively; and (iv) there is prevention or timely detection of the board unauthorized acquisition, use, or disposition of directors assets of SWBS (i) all the Company or the Company Subsidiaries that would affect the Company’s consolidated financial statements. No significant deficiencies and deficiency or material weaknesses weakness was identified in the design or operation management’s assessment of internal control over financial reporting which are reasonably likely to adversely affect SWBS’s ability to recordcontrols as of December 31, process2015, summarize and report financial data and (ii) nor has any fraud, whether such deficiency or not material, that involves management or other employees who have a significant role in SWBS’s internal control over financial reportingweakness since been identified.
(c) Except as set forth in SWBS Disclosure Schedule 3.07, since January 1, 2014, neither SWBS nor any of its Subsidiaries nor, to SWBS’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Sources: Merger Agreement (BIO-TECHNE Corp)
Financial Statements; Internal Controls. (a) SWBS Stagwell has previously delivered or made available to FBMS MDC complete copies of SWBS’s the Stagwell Subject Entity Financial Statements. The Stagwell Subject Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (i) audited consolidated financial statements (including except as may be indicated in the related notes and schedules thereto) for the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and present fairly present in all material respects the financial condition and the position, results of operations, changes in shareholders’ equity, operations and cash flows of SWBS and its consolidated Subsidiaries the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) as of the respective dates of and for the respective periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBS) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS have been conducted in accordance with GAAP. Since December 31, 2016, neither SWBS nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a)shown.
(b) Stagwell has delivered to MDC complete copies of the Reputation Defender Entity Financial Statements. The recordsReputation Defender Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, systems, controls, data results of operations and information cash flows of SWBS the Reputation Defender Entities as of the dates and its Subsidiaries are recorded, stored, maintained and operated under means for the respective periods shown.
(including any electronic, mechanical or photographic process, whether computerized or notc) that are under the exclusive ownership and direct control of SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS and its Subsidiaries have Stagwell has devised and maintain a system maintained systems of internal accounting controls sufficient which it has applied with respect to provide the Stagwell Subject Entities which systems are effective in providing reasonable assurances assurance (i) regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP. SWBS has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBS’s ability to record, process, summarize and report financial data and (ii) that (A) all transactions are executed in accordance with management’s general or specific authorization, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any frauddifferences. There is no significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities or, whether or not materialto the knowledge of Stagwell, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a significant role in SWBS’s the preparation of financial statements or internal control over financial reporting.
accounting controls utilized by the Stagwell Subject Entities. During the past five (c5) Except as set forth in SWBS Disclosure Schedule 3.07years, since January 1no director or officer of any Stagwell Subject Entity, 2014or to the knowledge of Stagwell any non-officer employees, neither SWBS nor any of its Subsidiaries nor, to SWBS’s Knowledge, any director, officer, employee, external auditor, external accountant or similar authorized representative of SWBS or any of its Subsidiaries Stagwell Subject Entity, has received, received or otherwise had or obtained Knowledge of, been made aware of any material complaint, allegationallegation or claim, assertion whether written or claim oral, regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS or any of its Subsidiaries Stagwell Subject Entity or their respective internal accounting controls, including any material complaint, allegation, assertion allegation or claim that SWBS or any of its Subsidiaries has Stagwell Subject Entity engaged in questionable accounting or auditing practicespractices that represent a violation of GAAP or GAAS.
Appears in 1 contract
Financial Statements; Internal Controls. (a) SWBS PFG has previously delivered or made available to FBMS SMBK copies of SWBSPFG’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2018, 2017 and 2016, 2015 and 2014, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and & ▇▇▇▇▇▇▇, LLC▇ LLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six nine months ended June September 30, 2017 2019 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SWBS PFG and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBSPFG) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBSPFG’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBSPFG. The audits of SWBS PFG have been conducted in accordance with GAAP. Since December 31, 20162018, neither SWBS PFG nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162018. True, correct and complete copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a)have been provided to SMBK prior to the date hereof.
(b) The records, systems, controls, data data, and information of SWBS PFG and its Subsidiaries are recorded, stored, maintained maintained, and operated under means (including any electronic, mechanical mechanical, or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS PFG or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS PFG and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. SWBS PFG has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS PFG (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBSPFG’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBSPFG’s internal control over financial reporting. PFG has made available to SMBK a summary of any such disclosure made by management to the auditor and/or audit committee of PFG or any Subsidiary.
(c) Except as set forth in SWBS PFG Disclosure Schedule 3.073.07(c), since January 1, 20142016, neither SWBS PFG nor any of its Subsidiaries nor, to SWBSPFG’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS PFG or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion assertion, or claim regarding the accounting or auditing practices, procedures, methodologies methodologies, or methods of SWBS PFG or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion assertion, or claim that SWBS PFG or any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Financial Statements; Internal Controls. (a) SWBS TCBC has previously delivered or made available to FBMS CBAN copies of SWBSTCBC’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162024, 2015 2023 and 20142022, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLCLLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six (6) months ended June 30, 2017 2025 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SWBS TCBC and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to (A) the absence of consolidated statements of changes in stockholders’ equity, consolidated statements of comprehensive income (loss), and consolidated statements of cash flow, (B) normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBSTCBC), and (C) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBSTCBC’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBSTCBC. The audits of SWBS TCBC have been conducted in accordance with GAAP. Since Except as set forth in TCBC Disclosure Schedule 3.07(a), since December 31, 20162024, neither SWBS TCBC nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162024. True, correct and complete copies of the Financial Statements are set forth in SWBS TCBC Disclosure Schedule 3.07(a).
(b) The financial statements contained in the Consolidated Reports of Condition and Income (the “Call Reports”) of TC Federal Bank for the periods ended on or after December 31, 2022, (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, and (iii) fairly present in all material respects the financial condition of TC Federal Bank as of the respective dates set forth therein and the results of operations and stockholders’ equity for the respective
(c) The records, systems, controls, data and information of SWBS TCBC and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS TCBC or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS TCBC and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. SWBS TCBC has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS TCBC (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBSTCBC’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBSTCBC’s internal control over financial reporting.
(cd) Except as set forth in SWBS TCBC Disclosure Schedule 3.073.07(d), since January 1December 31, 20142022, (x) neither SWBS TCBC nor any of its Subsidiaries nor, to SWBSTCBC’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS TCBC or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim claim, whether written or oral, regarding the integrity of the Financial Statements, any financial statements of any Subsidiary of TCBC, including the Call Reports, the accounting or auditing practices, procedures, methodologies or methods of SWBS TCBC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS TCBC or any of its Subsidiaries has engaged in questionable accounting or auditing practices., and (y) no attorney representing TCBC or any of its Subsidiaries, whether or not employed by TCBC or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duties or similar violation by TCBC or any of its officers, directors, employees, or agents to the board of directors of TCBC or any committee of the board of directors or, to TCBC’s Knowledge, to any director or officer of TCBC. To TCBC’s Knowledge, there have been no instances of fraud by TCBC or any of its Subsidiaries, whether or not material (e) Except for (i) those liabilities that are fully reflected or reserved for in the Financial Statements, (ii) liabilities or obligations incurred in the Ordinary Course of Business since December 31, 2024 in amounts consistent with past practice, (iii) liabilities that have been discharged or paid in full before the Closing Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither TCBC nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and
Appears in 1 contract
Financial Statements; Internal Controls. (a) SWBS has previously delivered or made available to FBMS copies of SWBS’s The Tempranillo Audited Financial Statements and the Tempranillo Unaudited Financial Statements (i) audited were prepared in accordance with GAAP applied on a consistent basis during the periods involved and (ii) fairly present in all material respects the consolidated financial statements (including position of Tempranillo and its Subsidiaries as of the related notes dates thereof and schedules thereto) their consolidated results of operations and cash flows of Tempranillo and its Subsidiaries as of the dates or for the years ended December 31periods presented therein (subject, 2016in the case of the Tempranillo Unaudited Financial Statements, 2015 to normal year-end adjustments and 2014the absence of notes).
(b) Tempranillo maintains, accompanied by and since January 1, 2018 has maintained, a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the unqualified audit reports Exchange Act) designed to provide reasonable assurance regarding the reliability of ▇▇▇▇▇▇▇ Tempranillo’s financial reporting and the preparation of the Tempranillo Financial Statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Tempranillo; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Tempranillo Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Tempranillo that could have a material effect on the financial statements. Tempranillo’s management has completed an assessment of the effectiveness of Tempranillo’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇, LLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) ▇-▇▇▇▇▇ Act for the six months fiscal year ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SWBS and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SWBS) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS have been conducted in accordance with GAAP. Since December 31, 20162019, neither SWBS nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto and, except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are as set forth in SWBS Disclosure Schedule 3.07(a).
(b) The recordsthe Tempranillo SEC Documents filed prior to the date of this Agreement, systems, controls, data that assessment concluded that those controls were effective and information of SWBS disclosed to Tempranillo’s independent public accounting firm and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. SWBS has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS Tempranillo Board (ix) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBSTempranillo’s ability to record, process, summarize and report financial data information and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in SWBSTempranillo’s internal control over financial reporting. Since December 31, 2019, neither Tempranillo nor, to Tempranillo’s Knowledge, Tempranillo’s independent registered public accounting firm, has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of such internal control over financial reporting utilized by Tempranillo that would reasonably be expected to be adverse to Tempranillo’s ability to record, process, summarize and report financial information and any fraud, whether or not material, that involves management or other employees of Tempranillo and its Subsidiaries who have a significant role in Tempranillo’s internal control over financial reporting.
(c) Except Tempranillo’s “disclosure controls and procedures” (as set forth defined in SWBS Disclosure Schedule 3.07Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that (i) all information (both financial and non-financial) required to be disclosed by Tempranillo in the reports that it files or submits under the Exchange Act is recorded, since processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to Tempranillo’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Tempranillo required under the Exchange Act with respect to such reports.
(d) Since January 1, 20142018, neither SWBS nor any of its Subsidiaries nor, to SWBS’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS or any of its Subsidiaries Tempranillo has received, not received or otherwise had or obtained Tempranillo’s Knowledge of, of any material complaint, allegation, assertion or claim claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS Tempranillo or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS or any of its Subsidiaries Tempranillo has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Livongo Health, Inc.)
Financial Statements; Internal Controls. (a) SWBS has previously delivered or made available to FBMS Attached as Section 4.8(a) of the Panavision Disclosure Letter are true, correct and complete copies of SWBS’s (i) the draft audited consolidated financial balance sheet of the Panavision Group as of December 31, 2017 and the draft audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Panavision Group for the year ended December 31, 2017 (including collectively, the related notes “Panavision Draft Audited Financial Statements”), (ii) the audited consolidated balance sheets of the Panavision Group as of December 31, 2016 and schedules thereto) December 31, 2015 and the audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Panavision Group for the years ended December 31, 20162016 and December 31, 2015 and 2014, accompanied by (together with the unqualified audit reports of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLC, independent registered accountants (collectivelyDraft Panavision Audited Financial Statements, the “Panavision Audited Financial Statements”) and (iiiii) the unaudited interim consolidated financial balance sheet and statements (including of operations, income and cash flows of the related notes Panavision Group as of and schedules thereto) for the six months quarter ended June 30March 31, 2017 2018 (the “Panavision Unaudited Financial Statements” and collectively and, together with the Panavision Audited Financial Statements, the “Panavision Audited and Unaudited Financial Statements”). The .
(b) Except as set forth on Section 4.8(b) of the Panavision Disclosure Letter, the Panavision Audited and Unaudited Financial Statements (including any related notes and schedules theretoi) are accurate and complete fairly present in all material respects (A) the consolidated financial position of the Panavision Group, as at the respective dates thereof, (B) in the case of the Panavision Audited and Unaudited Financial Statements, the consolidated results of operations, income and cash flows of the Panavision Group for the respective period then ended and (C) in the case of the Panavision Audited Financial Statements, the consolidated changes in stockholders’ equity (deficit) of the Panavision Group for the respective periods then ended (subject, in the case of the Panavision Unaudited Financial Statements with respect to clauses (A) and (B), to the absence of normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of the Panavision Audited Financial Statements, as may be indicated in the notes thereto and subject, in the case of the Panavision Unaudited Financial Statements, to the absence of footnotes and normal year-end audit adjustments (none of which is expected to be material)), and (iii) were prepared from, and are in accordance with, the Books and Records of the Panavision Group. Except as set forth on Section 4.8(b) of the Panavision Disclosure Letter, (A) the audited consolidated balance sheets of the Panavision Group as of December 31, 2017, December 31, 2016 and December 31, 2015 and the audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Panavision Group for the years ended December 31, 2017 (the “Closing Panavision Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 8.7, will fairly present in all material respects the consolidated financial condition position of the Panavision Group, as at the respective dates thereof, and the consolidated results of operations, income, changes in shareholdersstockholders’ equity, equity (deficit) and cash flows for the respective periods then ended, (B) the Closing Panavision Audited Financial Statements, when delivered following the date of SWBS this Agreement in accordance with Section 8.7, will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (C) the Closing Panavision Audited Financial Statements, when delivered following the date of this Agreement in accordance with Section 8.7, will have been prepared from, and its consolidated Subsidiaries in accordance with, the Books and Records of the Panavision Group, (D) the Closing Panavision Audited Financial Statements, when delivered following the date of this Agreement in accordance with Section 8.7, will have been audited in accordance with the standards of the Public Company Accounting Oversight Board, and (E) the Closing Panavision Audited Financial Statements, when delivered by Panavision for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.7, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of thereof.
(c) The Panavision Group maintains and, for all periods covered by the Panavision Audited and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments has maintained (i) Books and Records of the effect of which has not had, and would not reasonably be expected to have, individually or Panavision Group in the aggregate, a Material Adverse Effect with respect to SWBS) ordinary course of business that accurately and fairly reflect the absence of notes transactions and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS have been conducted in accordance with GAAP. Since December 31, 2016, neither SWBS nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies dispositions of the Financial Statements are set forth assets of the Panavision Group in SWBS Disclosure Schedule 3.07(a).
all material respects and (bii) The records, systems, controls, data and information of SWBS and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide provide, in all material respects, reasonable assurances regarding (w) that transactions, receipts and expenditures of the reliability Panavision Group are being executed and made only in accordance with appropriate authorizations of financial reporting and the management of Panavision, (x) that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP. SWBS has disclosed based on its most recent evaluationsGAAP and to maintain accountability for assets, to its outside auditors and the audit committee (y) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the board assets of directors the Panavision Group and (z) that accounts, notes and other receivables and Inventory are recorded accurately. Since January 1, 2015, no member of SWBS the Panavision Group has received from its independent auditors any written notification of any (ix) all “significant deficiencies and material weaknesses deficiency” in the design or operation of internal control controls over financial reporting which are reasonably likely to adversely affect SWBS’s ability to recordof the Panavision Group, process, summarize and report (y) “material weakness” in the internal controls over financial data and reporting of the Panavision Group or (iiz) any fraud, whether or not material, that involves management or other employees of the Panavision Group who have a significant role in SWBS’s the internal control controls over financial reportingreporting of the Panavision Group.
(cd) Except No member of the Panavision Group is a party to any “off-balance sheet arrangement” (as set forth defined in SWBS Disclosure Schedule 3.07, since January 1, 2014, neither SWBS nor any Item 303(a) of its Subsidiaries nor, to SWBS’s Knowledge, any director, officer, employee, auditor, accountant or representative of SWBS or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding Regulation S-K promulgated by the accounting or auditing practices, procedures, methodologies or methods of SWBS or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SWBS or any of its Subsidiaries has engaged in questionable accounting or auditing practicesSEC).
Appears in 1 contract
Sources: Business Combination Agreement (Saban Capital Acquisition Corp.)
Financial Statements; Internal Controls. (a) SWBS has previously delivered or made available to FBMS Section 4.6(a) of the Skydance Disclosure Letter contains true, complete and accurate copies of SWBS’s (i) the audited consolidated financial statements (including consisting of the related notes and schedules thereto) for the years ended balance sheets of Skydance as of December 31, 20162021, 2015 December 31, 2022, and 2014December 31, accompanied by 2023 (the unqualified audit reports balance sheet of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇Skydance as of December 31, LLC, independent registered accountants (collectively2023, the “Audited Financial StatementsSkydance Balance Sheet”) ), and (ii) unaudited interim consolidated financial statements (including the related notes consolidated statements of operations, comprehensive income and schedules thereto) retained earnings for each of the six months years then ended June 30, 2017 (collectively the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Skydance Financial Statements”). True, correct and complete copies of the Skydance Financial Statements have been provided to Paramount. The Skydance Financial Statements (including any related i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes and schedules theretoto such financial statements); (ii) are accurate and complete fairly present, in all material respects and fairly present in all material respects respects, the consolidated financial condition and the results position of operations, changes in shareholders’ equity, and cash flows of SWBS Skydance and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries for the periods referred to in such financial statementscovered thereby; and (iii) were prepared from, all and are in accordance with GAAPwith, consistently appliedthe books and records of Skydance and the Skydance Subsidiaries (which books and records are correct and complete in all material respects). Except as required by applicable Law, subjectsince January 1, 2021, there has been no change in the case of the Unaudited Financial Statementsany accounting principles, to normalpolicies, recurring year-end adjustments (the effect of which has not hadmethods or practices, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect including any change with respect to SWBS) reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS have been conducted in accordance with GAAP. Since December 31, 2016, neither SWBS nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a)Skydance Subsidiaries.
(b) The recordsSkydance maintains, systemsand at all times since January 1, controls2021 has maintained, data and information of SWBS and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). SWBS and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient over financial reporting that has been designed to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. SWBS has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS includes those policies and procedures that: (i) all pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiencies and deficiency or material weaknesses weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBS’s ability to record, process, summarize and report financial data and utilized by Skydance; (iiB) any illegal act or fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in SWBSSkydance’s internal control controls over financial reporting; or (C) claim or allegation regarding any of the foregoing.
(c) Except as set forth in SWBS Disclosure Schedule 3.07, since January 1, 2014, neither SWBS Neither Skydance nor any of its Subsidiaries norSkydance Subsidiary is a party to or has any obligation or other commitment to become a party to any securitization transaction, to SWBS’s Knowledgeoff-balance sheet partnership, any director, officer, employee, auditor, accountant or representative of SWBS or any similar Contract (including any Contract arising out of its Subsidiaries has receivedor relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, or otherwise had or obtained Knowledge ofon the one hand, and any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS or any of its Subsidiaries or their respective internal accounting controlsunconsolidated Affiliate, including any material complaintstructured finance, allegationspecial purpose, assertion or claim that SWBS limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of its Subsidiaries has engaged such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in questionable accounting or auditing practicesthe Skydance Financial Statements.
Appears in 1 contract