GAAP and GAAP Counterpart Clause Samples
GAAP and GAAP Counterpart. All calculations hereunder shall be made in accordance with GAAP (in the case of Nuvelo) or GAAP Counterpart (in the case of Kirin).
Accounting Methods and Financial Records Maintain a system of accounting, and keep such books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.
Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
GAAP Except as otherwise stated in this Agreement, all financial information provided to the Bank and all financial covenants will be made under generally accepted accounting principles, consistently applied.
Tax Accounting Practices (a) Except as provided in Section 3.03(b), any Tax Return for any Pre-Distribution Tax Period, to the extent it relates to members of the Dealer Group, shall be prepared in accordance with practices, accounting methods, elections, conventions and Tax positions used with respect to the Tax Return in question for periods prior to the Distribution (“Past Practices”), and, in the case of any item the treatment of which is not addressed by Past Practices, in accordance with generally acceptable Tax accounting practices. Notwithstanding the foregoing, for any Tax Return described in the preceding sentence, (i) a Party will not be required to follow Past Practices with either the written consent of the other Party (not to be unreasonably withheld) or a “should” level opinion from a Tax Advisor that the proposed method of reporting is correct and (ii) ADP shall have the right to determine which entities will be included in any consolidated, combined, affiliated or unitary Return that it is responsible for filing. (b) The Parties shall report the Transactions for all Tax purposes in a manner consistent with the Tax Opinions/Rulings, unless, and only to the extent, an alternative position is required pursuant to a Final Determination. ADP shall determine the Tax treatment to be reported on any Tax Return of any Tax issue relating to the Transactions that is not covered by the Tax Opinions/Rulings.
Statutory Financial Statements The Company and its Subsidiaries have made available to the Buyer true, complete and correct copies of the quarterly statutory financial statement for the quarterly periods ending March 31, 2015 and June 30, 2015 and the annual statutory financial statements for the years ended December 31, 2010, December 21, 2011, December 31, 2012, December 31, 2013 and December 31, 2014, as filed with the insurance Governmental Authorities of the jurisdictions in which is does business, and audited statutory financial statements as of the periods ended December 31, 2010, December 31, 2011, December 31, 2012, December 31, 2013 and December 31, 2014, as filed with its domestic insurance Governmental Authority, together, in each case, with the applicable exhibits, schedules, interrogatories (including the property and casualty reinsurance interrogatories), actuarial opinions, actuarial summaries and notes thereto and any affirmations and certifications filed therewith (collectively, the “Statutory Financial Statements”). The Statutory Financial Statements fairly present in all material respects the financial position and results of operations of the applicable Acquired Companies as of the respective dates thereof and for the respective periods set forth therein, in each case in accordance with then in effect Statutory Accounting Principles consistently applied. The representations and warranties in this Section 3.4(b) shall not be deemed to be breached as a result of any substantive change in Statutory Accounting Principles, in their interpretations, or Law after the date of this Agreement. All Statutory Financial Statements required to be filed with or submitted to the insurance Governmental Authorities in the states in which the Insurance Company Subsidiary does business have been filed or submitted, as applicable. The Statutory Financial Statements comply in all material respects, on their respective dates of filing or submission, with the Laws of their respective states of domicile and no material deficiency of any nature has been asserted with respect to such Statutory Financial Statements by any Governmental Authority which has not been cured, waived or otherwise resolved to the satisfaction of any such Governmental Authority. None of the Acquired Companies had, at the relevant balance sheet date of each balance sheet included in the Statutory Financial Statements, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against on a balance sheet prepared in accordance with Statutory Accounting Principles and none have arisen since such date through the date of this Agreement, except in each case for liabilities or obligations (i) reflected in the Statutory Financial Statements, (ii) contemplated by or under this Agreement or incurred in connection with the transactions contemplated hereby, (iii) incurred in the Ordinary Course of Business, or (iv) incurred outside the Ordinary Course of Business that individually, in the case of this subsection (iv) only, do not exceed $100,000, or in the aggregate, in the case of this subsection (iv) only, do not exceed $250,000. The statutory balance sheets and income statements have been audited by KMPG LLP and the Company has made available true and complete copies of auditor opinions related thereto. The Company has delivered to the Buyer copies of all letters from the Company’s auditors to the Company’s Board of Directors or audit committee thereof relating to the Statutory Financial Statements during the 36 months prior to the date of this Agreement, together with copies of all responses thereto.