Review Financial Statements Clause Samples

Review Financial Statements. 35 SEC ........................................................ 94
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Review Financial Statements. A review of the Company's --------------------------- audit and accountant's work papers shall have been completed by KPMG Peat Marwick prior to Closing.
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Review Financial Statements. The Committee shall review and discuss the following with management, the internal auditors, if applicable, and the independent auditor, as applicable: • The scope and timing of the annual audit of the Company’s financial statements. • The Company’s annual audited and quarterly unaudited financial statements and annual Annual and quarterly Quarterly reports Reports on SEC Form s 10-K and 10-Q, including the disclosures in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and recommend to the Board whether the audited financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be included in the Company’s SEC Form 10-K. • The results of the independent audit and the quarterly reviews of the Company’s financial statements, and the independent auditor’s opinion on the audited financial statements. • The reports and certifications regarding internal control over financial reporting and disclosure controls and procedures. • Major issues regarding accounting principles and financial statement presentation, including any significant changes in the Company’s selection or application of accounting principles. • Analyses prepared by management or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements. • The effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company’s financial statements. • Any significant changes required or taken in the audit plan as a result of any material control deficiency. • Any problems or difficulties the independent auditor encountered in the course of its audit work, including any restrictions on the scope of the auditor’s activities or on access to requested information, and management’s response. • Any significant disagreements between management and the independent auditor.
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Review Financial Statements. 39 Stock ......................................................................83
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Related to Review Financial Statements

  • Company Financial Statements The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been provided to the Purchasers (i) have been prepared from, and are in accordance with, the books and records of the Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.