Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. Since January 1, 2003, or the date of organization or acquisition if later, each ANB Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements included in such reports (as of the dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB.

Reports and Financial Statements. Since (i) Warner-Lambert has filed all required registration statements, xxxxxxxxxxxx, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 20031998 (collectively, including all exhibits thereto, the "Warner-Lambert SEC Reports"). No Subsidiary of Warner-Lambert is xxxxxxxx xx file any form, report, registratxxx xxxxxxxxx or prospectus or other document with the SEC. None of the Warner- Lambert SEC Reports, as of their respective dates (and, xx xxxxxxx xx superseded by a filing prior to the date of organization this Agreement or acquisition if laterthe Closing Date, each ANB Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) then on the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each date of such reports and documentsfiling), including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document did not contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements Each of the financial statements (including the related notes) included in such reports (as of the dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will beWarner-Lambert SEC Reports presents fairly, in accordance with the books and records of the ANB Companiesall material respects, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated xxx xxnsolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, operations and cash flows of Warner-Lambert and its consolidated Subsidiaries as of the ANB Companies resxxxxxxx xxxxx or for the respective periods indicatedset forth therein, all in accordance conformity with GAAP (subject to exceptions consistently applied during the periods involved except as to consistency specified therein or as may be indicated in the notes thereto orotherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal and recurring year-end adjustments that have not been and are not materialexpected to be material in amount. All of such Warner-Lambert SEC Reports, as of their respective dates (and xx xx xxx xxxx of any amendment to the respective Warner-Lambert SEC Report). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (complied as defined to form in Section 2(a)(12) all materiax xxxxxxxx xxxh the applicable requirements of the Sxxxxxxx-Xxxxx Securities Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in Exchange Act and the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBregulations promulgated thereunder.

Reports and Financial Statements. Since January 1June 26, 20031998, or the date of organization or acquisition if later, each ANB Company Parent has filed with the Securities and Exchange Commission (the "SEC") all forms, statements, reports and statementsdocuments (including all exhibits, together with any amendments and supplements thereto) required to be made with respect theretofiled by it under each of the Securities Act of 1933, that it was required to file with as amended (i) the SEC"Securities Act"), includingthe Securities Exchange Act of 1934, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-Kas amended (the "Exchange Act"), and proxy statementsthe respective rules and regulations thereunder, (ii) other Regulatory Authoritiesall of which, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules theretoas amended if applicable, complied in all material respects with all applicable Lawsrequirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered to the Company copies of its (a) Annual Report on Form 10-K for the fiscal year ended June 26, 1998, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its shareholders (whether annual or special), and (ii) actions by written consent in lieu of a shareholders' meeting from June 26, 1998 until the date hereof, and (c) all other reports, including without limitation Securities Lawsquarterly reports, or registration statements filed by Parent with the SEC since June 26, 1998 (other than Registration Statements filed on Form S-8) (clauses (a), (b) and (c) are herein collectively referred to as the "Parent SEC Reports"). As of its their respective datedates, each such report and document the Parent SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements audited consolidated financial statements and unaudited interim consolidated financial statements of Parent included in such reports (collectively, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods covered thereby) (i) are or if dated after the date of this Agreementthen ended, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto orsubject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBother adjustments described therein.

Reports and Financial Statements. Since January 1, 2003, or the date of organization or acquisition if later, each ANB (a) The Company has filed or furnished on a timely basis all forms, statements, certifications, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC since March 31, 2011 (including all exhibits and statementsexhibits and schedules thereto and documents incorporated by reference therein, together with any amendments required to be made with respect theretodocuments so filed or furnished during such period on a voluntary basis, that it was required to file with (i) in each case as may have been amended, the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities“Company SEC Documents”). As of their respective dateseffective dates (in the case of Company SEC Documents that are registration statements) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each of such reports and documentsthe Company SEC Documents, including all Company SEC Documents filed or furnished after the ANB Financial Statements, exhibits, and schedules theretodate hereof, complied or, if not yet filed, will comply, as to form in all material respects with all the applicable Lawsrequirements of the Securities Act, including without limitation Securities Laws. As the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, as of its respective datethe date of effectiveness or filing, each such report as the case may be, with the SEC, and document did none of the Company SEC Documents contained or, if not yet filed, will contain any untrue statement of a material fact or omitted or, if not yet filed, will omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements included in such reports (as As of the dates thereof and for the periods covered thereby) (i) date hereof, there are no outstanding or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with unresolved comments received from the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer Company SEC Documents and, to the Knowledge of ANB required under the 1934 Act. Absence Company, none of Undisclosed Liabilities. No ANB the Company has any Liabilities that are reasonably likely to haveSEC Documents is the subject of ongoing SEC review, individually outstanding SEC comment or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBoutstanding SEC investigation.

Reports and Financial Statements. Since January 1, 2003, or the date of organization or acquisition if later, each ANB (a) The Company has filed all reports and registration statements, together with any amendments prospectuses, schedules, forms, documents, statements, certifications and reports (including exhibits and all other information incorporated by reference therein) presently required to be made filed prior to the date hereof by them with respect theretothe SEC since October 1, that it was required to file with 2013 (i) excluding the SECSchedule 14D-9 and the Proxy Statement, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authoritiesthe “Company SEC Documents”). As of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or subsequent filing prior to the date hereof, the Company SEC Documents complied, and each of such reports and documentsthe Company SEC Documents filed subsequent to the date of this Agreement will comply, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Lawsthe requirements of the Securities Act, including without limitation Securities Lawsthe Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations promulgated thereunder, as the case may be, each as in effect on the date so filed. As of its respective datethe time of filing with the SEC, each such report and document did not contain none of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The ANB Financial Statements included , except to the extent that the information in such reports (as Company SEC Document has been amended or superseded by a later Company SEC Document filed prior to the date hereof. No Subsidiary of the dates thereof and for Company is subject to the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records periodic reporting requirements of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Exchange Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB.

Reports and Financial Statements. Since January 1, 20031995, or -------------------------------- the date of organization or acquisition if later, each ANB Company has filed with the SEC all material forms, statements, reports and statementsdocuments (including all exhibits, together with any post-effective amendments and supplements thereto) required to be made with respect thereto, that filed by it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, under each of such reports the Securities Act, the Exchange Act and documentsthe respective rules and regulations thereunder, including the ANB Financial Statementsall of which, exhibits, and schedules theretoas amended if applicable, complied when filed (or, in the case of filing under the Securities Act, at the time of effectiveness) in all material respects with all applicable Lawsrequirements of the appropriate act and the rules and regulations thereunder, except as disclosed in Section 5.5 of the Company Disclosure Schedule. The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Report on Form 10-K for the year ended June 30, 1997, as filed with the SEC, (b) Transition Report on Form 10-K for the six months ended December 31, 1997, (c) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1997, until the date hereof, and (d) all other reports, including without limitation Securities Lawsquarterly reports, and registration statements filed by the Company with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b), (c) and (d) filed prior to the date hereof are collectively referred to as the "Company SEC Reports"). As of its their respective date------------------- dates (or, each such report and document in the case of filing under the Securities Act, at the time of effectiveness), the Company SEC Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. The ANB Financial Statements audited consolidated financial statements of the Company included in such reports the Company's Transition Report on Form 10-K for the six months ended December 31, 1997 (collectively, the "Company ------- Financial Statements"), have been prepared in accordance with generally accepted -------------------- accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBthen ended.

Reports and Financial Statements. Since (a) The Company and its Subsidiaries have timely filed all forms, documents, statements and reports required to be filed by them with the Securities and Exchange Commission (the “SEC”) since January 1, 20032005 (the forms, or documents, statements and reports filed with the date of organization or acquisition if laterSEC since January 1, each ANB Company has filed all reports and statements2005, together with including any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities“Company SEC Documents”). As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereof, the Company SEC Documents, including all schedules included or documents incorporated by reference therein, complied, and each of such reports and documentsthe Company SEC Documents filed subsequent to the date of this Agreement, including the ANB Financial Statementsall schedules included or documents incorporated by reference therein, exhibitswill comply, and schedules thereto, complied in all material respects with all the requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the applicable Laws, including without limitation Securities Lawsrules and regulations promulgated thereunder. As of its respective datethe time of filing with the SEC, each such report and document did not contain none of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The ANB Financial Statements included , except to the extent that the information in such reports (as Company SEC Document has been amended or superseded by a later Company SEC Document filed prior to the date hereof. As of the dates thereof and for the periods covered thereby) (i) date hereof, there are no outstanding or if dated after the date of this Agreement, will be, unresolved comments in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with comment letters received from the SEC by ANB, “independent” staff with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBSEC Documents.

Reports and Financial Statements. Since January 1The Buyer has previously furnished -------------------------------- to the Company complete and accurate copies, 2003as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the SEC, (b) proxy statement relating to stockholders (whether annual or special) since November 17, 1995, (c) all other reports or registration statements, other than Registration Statements on Form S-8, filed by the date Buyer with the SEC since November 17, 1995, (d) all other reports filed by the Buyer under Section 13 of organization or acquisition if laterthe Exchange Act with the SEC since November 17, each ANB Company has filed all reports 1995 and (e) the Most Recent Financial Statements (such financial statements, annual reports, proxy statements, registration statements and filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Buyer Reports"). The Buyer Reports (except for the Most Recent Financial Statements) constitute all of the documents required to be made filed by the Buyer under Section 13 of the Exchange Act with respect theretothe SEC since November 17, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities1995. As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document Buyer Reports 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements audited financial statements and unaudited interim financial statements of the Buyer included in such reports the Buyer Reports (i) comply or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods covered thereby) referred to therein, and (iiv) are or if dated after the date of this Agreement, will be, in accordance consistent with the books and records of the ANB CompaniesBuyer, which are or will beincluding the financial statements of the Buyer as of December 31, as the case may be, complete and correct and 1996 which have been or will have been, as provided to the case may be, maintained in accordance with good business practices, Company and (ii) present, or will present, fairly which shall be substantially identical to the consolidated audited financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject statements to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered filed by the financial statements filed Buyer with the SEC by ANB, “independent” with respect to ANB within as part of its Annual Report on Form 10-K for the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March fiscal year ended December 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB1996.

Reports and Financial Statements. (a) Since January 1, 2003, Parent has filed with the SEC all Parent Reports required to be filed with the SEC, and has made available to the Company complete and accurate copies, as amended or supplemented, of the Parent Reports in the form filed with the SEC. The Parent Reports constitute all of the documents required to be filed by the Parent with the SEC from January 1, 2003 through the date of organization or acquisition if later, each ANB Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authoritiesthis Agreement. As of their respective filing dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, Parent Reports (i) complied in all material respects with all the requirements of the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder, and the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (“SOX”) applicable Lawsto such Parent Reports, including without limitation Securities Laws. As and (ii) the Parent Reports did at the time they were filed (or if amended or superseded by a later filing with the SEC and publicly available prior to the date of its respective datethis Agreement, each on the date of such report and document did later filing) 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements Each of the consolidated financial statements of Parent (including the notes thereto), included in such reports the Parent Reports (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Parent and its consolidated subsidiaries as of the respective dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject referred to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material)therein. PricewaterhouseCoopers LLP is and There has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any no material change in the internal controls utilized by ANB Buyer’s accounting policies since December 31, 2005, except as described in the notes to assure that its consolidated the financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, Parent included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBParent Reports.

Reports and Financial Statements. Since January 1, 2003, or the date of organization or acquisition if later, each ANB The Company has filed all reports forms, reports, registration statements and documents required to be filed by it with the Securities and Exchange Commission ("SEC") since January 1, 1996 (such forms, reports, registration statements, and documents, together with any amendments required to be made with respect thereto, that it was required are referred to file with (i) as the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities"Company SEC Filings"). As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, Company SEC Filings (i) complied as to form in all material respects with all the applicable Lawsrequirements of the Securities Act of 1933, including without limitation as amended, and the rules and regulations thereunder (the "1933 Act") and the Securities Laws. As Exchange Act of its respective date1934, each such report as amended, and document the rules and regulations thereunder (the "1934 Act"), as the case may be, and (ii) 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements audited financial statements and unaudited interim financial statements included or incorporated by reference in such reports the Company SEC Filings, and the Company's audited financial statements at and for the year ended December 31, 1998 (the "Company 1998 Financials"), (i) were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly presented the financial position of the Company as of the dates thereof and the income, cash flows and changes in stockholders' equity for the periods covered thereby) (i) are or if dated after the date involved. The statements of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, earnings included in the ANB Financial Statements audited or reflected unaudited interim financial statements in the notes thereto. No ANB Company has incurred SEC Filings do not contain any items of special or paid nonrecurring income or any Liability since March 31, 2006, except for such Liabilities incurred or paid other income not earned in the ordinary course of business consistent with past business practice and which are not reasonably likely to havebusiness, individually or except as expressly specified in the aggregateapplicable statement of operations or notes thereto. Prior to the date hereof, the Company has delivered to Parent complete and accurate copies of all Company SEC Filings. The Company has also previously delivered to Parent complete and accurate copies of all statements on Schedule 13D and Schedule 13G known to the Company to have been filed with the SEC since January 1, 1996, with respect to capital stock of the Company. Except as set forth on Schedule 3.5 to the Disclosure Schedule, since January 1, 1996, the Company has filed in a Material Adverse Effect on ANB.timely manner all reports required to be filed by it pursuant to Sections 13, 14, or 15(d) of the 0000 Xxx. 3.6

Reports and Financial Statements. Since January 1(i) The Company has timely filed all required reports, 2003schedules, or forms, statements and other documents required to be filed by it with the SEC prior to the date of organization or acquisition if laterthis Agreement (collectively, each ANB Company has filed including all reports and statements, together with any amendments required to be made with respect exhibits thereto, that it was the "Company SEC Reports"). None of the Company Subs is required to file any form, report or other document with (i) the SEC. None of the Company SEC Reports, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As as of their respective datesdates (and, each if amended or superseded by a filing prior to the date of this Agreement or of the Closing Date, then on the date of such reports and documentsfiling), including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ANB Company has provided to Parent and Merger Sub a true, accurate and complete copy of the balance sheet of the Company and the Company Subs as of September 24, 1999 (the "Interim Balance Sheet") and the statement of operations and statement of cash flows of the Company and the Company Subs for the three month period ended September 24, 1999 (together with the Interim Balance Sheet, the "Interim Financial Statements"). Each of the financial statements (including the related notes) included in the Company SEC Reports and the Interim Financial Statements included in such reports (as of including the dates thereof and for the periods covered therebyrelated notes) (i) are or if dated after the date of this Agreement, will bepresent fairly, in accordance with the books and records of the ANB Companiesall material respects, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, operations and cash flows of the ANB Companies Company and the Company Subs as of the respective dates or for the respective periods indicatedset forth therein, all in accordance conformity with GAAP U.S. generally accepted accounting principles (subject to exceptions "GAAP") consistently applied during the periods involved except as to consistency specified therein or as may be indicated in the notes thereto orotherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and are not material)expected to be material in amount. PricewaterhouseCoopers LLP is All of such Company SEC Reports, as of their respective dates (and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act date of 2002any amendment to the respective Company SEC Report), and (ii) throughout the periods covered by the financial statements filed complied as to form in all material respects with the SEC by ANB, “independent” with respect to ANB within applicable requirements of the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting Securities Act and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in Exchange Act and the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBregulations promulgated thereunder.

Reports and Financial Statements. Since The Buyer has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of (a) the Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as filed with SEC, and (b) all other reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the SEC since January 1, 20032001 (collectively, the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from January 1, 2001 through the date of organization or acquisition if later, each ANB Company has filed this Agreement. The Buyer Reports complied in all reports material respects with the requirements of the Exchange Act and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, rules and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authoritiesregulations thereunder when filed. As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document Buyer Reports 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 made therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, the Buyer is not obligated under the Exchange Act, or the rules and regulations thereunder, to amend or supplement any of the Buyer Reports. The ANB Financial Statements audited financial statements and unaudited interim financial statements of the Buyer included in such reports the Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies referred to therein. The Buyer is eligible to use SEC Form S-3 for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case registration of interim financial statements, to normal yearany Earn-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBout Shares.

Reports and Financial Statements. Since (i) Xxxxxx-Xxxxxxx has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 20031998 (collectively, including all exhibits thereto, the "Xxxxxx-Xxxxxxx SEC Reports"). No Subsidiary of Xxxxxx- Xxxxxxx is required to file any form, report, registration statement or prospectus or other document with the SEC. None of the Xxxxxx- Xxxxxxx SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of organization this Agreement or acquisition if laterthe Closing Date, each ANB Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) then on the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each date of such reports and documentsfiling), including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document did not contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements Each of the financial statements (including the related notes) included in such reports (as of the dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will beXxxxxx-Xxxxxxx SEC Reports presents fairly, in accordance with the books and records of the ANB Companiesall material respects, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, operations and cash flows of Xxxxxx-Xxxxxxx and its consolidated Subsidiaries as of the ANB Companies respective dates or for the respective periods indicatedset forth therein, all in accordance conformity with GAAP (subject to exceptions consistently applied during the periods involved except as to consistency specified therein or as may be indicated in the notes thereto orotherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal and recurring year-end adjustments that have not been and are not material)expected to be material in amount. PricewaterhouseCoopers LLP is All of such Xxxxxx-Xxxxxxx SEC Reports, as of their respective dates (and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxxdate of any amendment to the respective Xxxxxx-Xxxxx Act of 2002Xxxxxxx SEC Report), and (ii) throughout the periods covered by the financial statements filed complied as to form in all material respects with the SEC by ANB, “independent” with respect to ANB within applicable requirements of the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting Securities Act and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in Exchange Act and the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBregulations promulgated thereunder.

Reports and Financial Statements. Since The Buyer has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended January 131, 20032001, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since January 31, 2000 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from January 31, 2000 through the date of organization or acquisition if later, each ANB Company has filed this Agreement. The Buyer Reports complied in all reports material respects with the requirements of the Exchange Act and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, rules and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authoritiesregulations thereunder when filed. As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document Buyer Reports 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 made therein, in light of the circumstances under which they were made, not misleading. No event has occurred since July 31, 2001 which, with the passage of time, would require the filing by the Buyer of a current report on Form 8-K. The ANB Financial Statements audited financial statements and unaudited interim financial statements of the Buyer included in such reports the Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods covered thereby) referred to therein, and (iiv) are or if dated after the date of this Agreement, will be, in accordance consistent with the books and records of the ANB Companies, which are Buyer. Buyer is eligible to use Form S-3 in connection with the registration of the Merger Shares and the shares of Buyer Common Stock issuable upon the exercise of any Option or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained Warrant in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position provisions of the ANB Companies as Article VII of the dates indicated and the consolidated results this Agreement. The description of operations, changes capital stock contained in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal yearBuyer's Form 8-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements A filed with the SEC by ANBon January 10, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB 2000 is true and its Subsidiaries have designed and maintain a system of internal control over financial reporting (correct in all material respects as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBdate hereof.

Reports and Financial Statements. Since (a) Xxxxx and each Xxxxx Subsidiary has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since January 1, 20032016 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed with or furnished to the SEC since the Applicable Date and those filed with or furnished to the SEC subsequent to the date of organization or acquisition if later, each ANB Company has filed all reports and statementsthis Agreement, together with any amendments required exhibits and schedules thereto and any information incorporated by reference therein, in each case as amended since the date of their filing and prior to be made the date hereof, collectively the “Xxxxx Filings”). Each of the Xxxxx Filings, at the time of its filing or being furnished complied or, if not yet filed or furnished, will at the time of being filed or furnished comply, in each case, in all material respects with respect theretothe applicable requirements of the Securities Act, that it was required to file with (i) the SEC, including, but not limited to, Forms 10Exchange Act and the Xxxxxxxx-K, Forms 10-Q, Forms 8-KXxxxx Act, and proxy statements, (ii) other Regulatory Authoritiesany rules and regulations promulgated thereunder applicable to the Bemis Filings, and (iii) any the applicable state securities or banking authoritiesrequirements of the NYSE. As of their respective datesdates (or, each if amended prior to the date of this Agreement, as of the date of such reports and documentsamendment), including the ANB Financial Statements, exhibitsXxxxx Filings did not, and schedules theretoeach Xxxxx Filing filed with or furnished to the SEC subsequent to the date of this Agreement will not, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document 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 made therein, in light of the circumstances under in which they were made, not misleading. The ANB Financial Statements included in such reports (as As of the dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will beto Xxxxx’x knowledge, in accordance with the books and records none of the ANB CompaniesXxxxx Filings is the subject of ongoing SEC review, which are inquiry, investigation or will be, as challenge or the case may be, complete and correct and which have been subject of any outstanding or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the unresolved SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBcomments.

Reports and Financial Statements. (a) Since January 1December 15, 20032004 (or April 13, or 2005 with respect to Holdings and its subsidiaries), Genco and, to the date of organization or acquisition if laterextent applicable, each ANB Company of the other Companies, has timely filed with the NRC, the PUC and any other Governmental Authority with jurisdiction all reports material forms, reports, schedules, registrations, declarations and statements, together with any amendments other filings required to be made with respect thereto, that filed by it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any under all applicable state securities or banking authorities. As of their respective dates, each of such reports and documentsLaws, including the ANB Financial StatementsPublic Utility Holding Company Act of 1935 (“PUHCA”), exhibitsthe Atomic Energy Act of 1954 (“AEA”) and the Texas Public Utility Regulatory Act, and schedules theretothe respective rules and regulations thereunder (“PURA”), all of which, as amended if applicable, complied in all material respects with all applicable Lawsrequirements of the appropriate act and the rules and regulations promulgated thereunder. To the Company’s knowledge, including without limitation Securities Laws. As as of the date of its respective datefiling, each such report and document Amendment No. 2 to the Registration Statement on Form S-1 of Texas Genco, Inc., filed September 1, 2005 (File No. 333-125524) (the “Form S-1”), 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 made therein, in the light of the circumstances under which they were made, not misleading. The ANB Financial Statements Each of the audited consolidated financial statements as of and for the period from July 19, 2004 through December 31, 2004 and unaudited consolidated financial statements as of and for the six-month period ended June 30, 2005 (including the notes related thereto) of Genco included in such reports the Form S-1 complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations, was prepared from, and is in accordance with, the books and records of the Companies, which books and records have been maintained, and which financial statements were prepared, in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the financial position of the Companies as of the dates thereof and the results of their operations, cash flows and changes in financial position for the periods covered thereby) reported (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited quarterly statements, to normal year-end audit adjustments that are not materialimmaterial to the Companies as a whole). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) All of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements Companies are consolidated for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBaccounting purposes.

Reports and Financial Statements. Since January 1October 31, 20032010, or the date of organization or acquisition if later, each ANB NCC Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the ANB NCC Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation the Securities Laws. As of its respective date, each such report and document 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB NCC Financial Statements included in such reports (as of the dates thereof and for the periods covered thereby) (iA) are are, or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB NCC Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (iiB) present, or will present, fairly in all material respects the consolidated financial position of the ANB NCC Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB NCC Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP Xxxxxx Xxxxxx Xxxxx, LLC is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, NCC has been “independent” with respect to ANB NCC within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB.

Reports and Financial Statements. (a) Since January 1, 20032005, or the date of organization or acquisition if later, each ANB of the Company and its Subsidiaries has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the ANB Company Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Company Financial Statements included in such reports (as of the dates thereof and for the periods covered thereby) (iA) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB CompaniesCompany, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, applicable legal and accounting principles and reflect only actual transactions and (iiB) present, or will present, fairly the consolidated financial position of the ANB Companies Company as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies Company for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB.

Reports and Financial Statements. (a) Since January 1October 31, 20032010, or the date of organization or acquisition if later, each ANB NCC Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the ANB NCC Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation the Securities Laws. As of its respective date, each such report and document 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB NCC Financial Statements included in such reports (as of the dates thereof and for the periods covered thereby) (iA) are are, or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB NCC Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (iiB) present, or will present, fairly in all material respects the consolidated financial position of the ANB NCC Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB NCC Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP Xxxxxx Xxxxxx Xxxxx, LLC is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, NCC has been “independent” with respect to ANB NCC within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB.

Reports and Financial Statements. Since January 1, 20032005, or the date of organization or acquisition if later, each ANB JBI Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the ANB JBI Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB JBI Financial Statements included in such reports (as of the dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB JBI Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, applicable legal and accounting principles and reflect only actual transactions and (ii) present, or will present, fairly the consolidated financial position of the ANB JBI Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB JBI Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB.

Reports and Financial Statements. (a) Since January 1December 5, 2003, or Buyer has timely filed (i) with the date of organization or acquisition if laterSecurities and Exchange Commission (the “SEC”) all forms, each ANB Company has filed all reports and reports, schedules, statements, together with any amendments registration rights and definitive proxy statements (the “Buyer Reports”) required to be made filed by Buyer under each of the Securities Act of 1933, as amended, and the respective rules and regulations thereunder (the "Securities Act”) and the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder (the “Exchange Act”) and (ii) with respect thereto, that it was required to file with (i) the SEC, includingand any other Governmental Authority with jurisdiction all material forms, but not limited toreports, Forms 10-Kschedules, Forms 10-Qregistrations, Forms 8-K, declarations and proxy statements, (ii) other Regulatory Authorities, and (iii) any filings required to be filed by it under all applicable state securities or banking authorities. As of their respective dates, each of such reports and documentsLaws, including the ANB Financial StatementsPUHCA, exhibitsall of which, as amended if applicable, complied, and schedules theretowith respect to Buyer Reports filed after the date hereof, complied will comply, in all material respects with all applicable Laws, including without limitation Securities Lawsrequirements of the appropriate act and the rules and regulations promulgated thereunder. As of its their respective datedates the Buyer Reports (including exhibits and all other information incorporated by reference thereto) did not, each such report and document did not with respect to Buyer Reports filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The ANB Financial Statements Each of the audited and unaudited consolidated financial statements (including the notes thereto) of Buyer included in such reports the Buyer Reports, when issued, complied, or with respect to Buyer Reports filed after the date hereof, will comply, in all material respects with all applicable accounting requirements, was, or with respect to Buyer Reports filed after the date hereof, will be, prepared from, and is in accordance with, the books and records of Buyer and its subsidiaries, which books and records have been maintained, and which financial statements were prepared, in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented, or with respect to Buyer Reports filed after the date hereof, will fairly present, in all material respects the financial position of Buyer and its subsidiaries as of the dates thereof and the results of their operations, cash flows and changes in financial position for the periods covered thereby) reported (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited quarterly statements, to normal year-end audit adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect immaterial to ANB within the meaning of Regulation S-X under the 1934 Act. ANB Buyer and its Subsidiaries have designed and maintain subsidiaries as a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBwhole).

Reports and Financial Statements. Since January 1(a) The Company and its Subsidiaries have filed all forms, 2003documents, or statements and reports required to be filed prior to the date hereof by them with the SEC since June 30, 2004 (the forms, documents, statements and reports filed with the SEC since June 30, 2004 and those filed with the SEC subsequent to the date of organization or acquisition this Agreement, if laterany, each ANB Company has filed all reports and statements, together with including any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities“Company SEC Documents”). As of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseded filing prior to the date hereof, the Company SEC Documents complied, and each of such reports and documentsthe Company SEC Documents filed subsequent to the date of this Agreement will comply, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable Laws, including without limitation Securities Lawsrules and regulations promulgated thereunder. As of its respective datethe time of filing with the SEC, each such report and document did not contain none of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The ANB Financial Statements included , except to the extent that the information in such reports (as of the dates thereof and for the periods covered thereby) (i) are Company SEC Document has been amended or if dated after superseded by a later Company SEC Document filed prior to the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBhereof.

Reports and Financial Statements. Since January 1, 2003, or the date (a) The Company and each of organization or acquisition if later, each ANB Company its Subsidiaries has filed or furnished all forms, documents and reports and statements, together with any amendments required to be made filed or furnished by it with respect theretothe SEC (including under the Securities Act and the Exchange Act) since July 31, that it was required to file with 2015 (i) all such documents and reports filed or furnished by the SECCompany or any of its Subsidiaries, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authoritiesthe “Company SEC Documents”). As of their respective datesdates or, each if amended, as of the date of the last such reports amendment (and, in the case of registration statements and documentsproxy statements, including on the ANB Financial Statementsdates of effectiveness and the dates of the relevant meetings, exhibitsrespectively), and schedules thereto, the Company SEC Documents complied in all material respects with all the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable Lawsrules and regulations promulgated thereunder, including without limitation Securities Laws. As and none of its respective date, each such report and document did not contain the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements included in such reports (as None of the dates thereof and for Company’s Subsidiaries is, or at any time since July 31, 2015 has been, required to file any forms, reports or other documents with the periods covered thereby) (i) are SEC. Since July 31, 2015, no executive officer of the Company has failed in any respect to make the certifications required of him or if dated after her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, will be, (i) there are no outstanding or unresolved comments in accordance with the books and records any comment letters of the ANB Companies, which are or will be, as staff of the case may be, complete and correct and which have been or will have been, as SEC received by the case may be, maintained in accordance with good business practices, Company relating to the Company SEC Documents and (ii) present, or will present, fairly the consolidated financial position none of the ANB Companies as Company SEC Documents is, to the knowledge of the dates indicated and Company, the consolidated results subject of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the ongoing SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBreview.

Reports and Financial Statements. Since January 1(a) The Company has delivered, 2003as exhibits to the Offering Memorandum, to the Purchasers prior to the execution of this Agreement a copy of the Company's Annual Report on Form 10-K for the year ended June 30, 2001, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since June 30, 2001, if any, the definitive proxy statement for the Company's 2001 annual meeting of shareholders, if filed with the Commission as of the date hereof, and will deliver any Current Reports on Form 8-K filed since June 30, 2001 (as such documents have since the time of their filing been amended or supplemented) together with all reports, documents and information filed on or after the date first written above through the date of organization or acquisition if later, each ANB Company has filed all reports and statements, together Closing with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statementsincluding all information incorporated therein by reference, (iicollectively, the "SEC Reports"). The SEC Reports (a) other Regulatory Authorities, complied and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied will comply as to form in all material respects with all applicable Lawsthe requirements of the Securities Act and the Securities Exchange Act of 1934, including without limitation Securities Laws. As of its respective dateas amended (the "Exchange Act"), each such report and document (b) did not contain and will 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto), if any, included in such reports (the SEC Reports complied and will comply as of to form in all material respects with the dates thereof SEC's rules and for the periods covered thereby) (i) are or if dated after the date of this Agreementregulations with respect thereto), will be, were prepared in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for generally accepted accounting principles applied on a consistent basis during the periods indicated, in accordance with GAAP involved (subject to exceptions as to consistency specified therein or except as may be indicated therein or in the notes thereto orthereto) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments that are not material). PricewaterhouseCoopers LLP is material and has been (ito the absence of footnotes) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) the financial position and shareholders' equity of the Sxxxxxxx-Xxxxx Act Company as of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting respective dates thereof and the preparation of financial statements consolidated earnings and cash flows for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time respective periods specified in the SEC’s rules and forms and is accumulated and communicated to ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBthen ended.

Reports and Financial Statements. (a) Since January 1, 20031996, or the date of organization or acquisition if later, each ANB Company has filed with the SEC all forms, statements, reports and statementsdocuments (including all exhibits, together with any post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder, all of which, as amended (if applicable), complied in all material respects, when filed with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously delivered or made with respect available to Parent copies (including all exhibits, post-effective amendments and supplements thereto, that it was required to file with ) of its (i) Annual Reports on Form 10-K for the years ended December 31, 1999, December 31, 1998 and December 31, 1997, as filed with the SEC; (ii) definitive proxy and information statements relating to all meetings of its stockholders (whether annual or special) from December 31, including1997 until the date hereof; and (iii) all other reports, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-Kincluding quarterly reports, and proxy statementsregistration statements filed by the Company with the SEC since December 31, 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (i), (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authoritiesbeing referred to as the "COMPANY SEC REPORTS"). As of their respective datesdates (or to the extent amended or superseded by a subsequent filing, each with respect to the information in such subsequent filing, or as of such reports and documentsthe date of the subsequent filing), including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document Company SEC Reports did not or will not (as the case may be) 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 made therein, in the light of the circumstances under which they were made, not misleading. The ANB Financial Statements included in such reports (as None of the dates thereof and for the periods covered thereby) (i) are Company Subsidiaries is required to file any forms, reports, schedules, statements or if dated after the date of this Agreement, will be, in accordance other documents with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB.

Reports and Financial Statements. Since January 1Buyer has previously furnished or made available to the Company complete and accurate copies, 2003as amended or supplemented, of its (a) Annual Report on Form 10-K and Proxy Statement for the fiscal year ended December 31, 1999, as filed with the Securities and Exchange Commission (the "SEC") and (b) all other reports filed by Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since December 31, 1999 (such reports are collectively referred to herein as the "BUYER REPORTS"). The Buyer Reports constitute all of the documents required to be filed by Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from December 31, 1999 through the date of organization or acquisition if later, each ANB Company has filed this Agreement. The Buyer Reports complied in all reports material respects with the requirements of the Exchange Act and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, rules and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authoritiesregulations thereunder when filed. As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document Buyer Reports 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements included audited financial statements set forth in such reports the Registration Statement on Form S-1 filed with the SEC on January 5, 2000 (as of the dates thereof and for the periods covered thereby"REGISTRATION STATEMENT") (i) are or if dated after complied as to form in all material respects with applicable accounting requirements and the date of this Agreement, will be, in accordance with the books published rules and records regulations of the ANB CompaniesSEC with respect thereto when filed, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (subject to exceptions as to consistency specified therein or except as may be indicated therein or in the notes thereto orthereto, and in the case of interim financial statements, to normal yearas permitted by Form 10-end adjustments that are not materialQ under the Exchange Act). PricewaterhouseCoopers LLP is , (iii) fairly present the consolidated financial condition, results of operations and has been (i) since October 22, 2003, a registered public accounting firm (cash flows of Buyer as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002respective dates thereof and for the periods referred to therein, and (iiiv) throughout the periods covered by the financial statements filed are consistent with the SEC by ANB, “independent” with respect to ANB within the meaning books and records of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBBuyer.

Reports and Financial Statements. Since January 1, 2003, or the date of organization or acquisition if later, each ANB Company HD has filed all reports and statements, together with any amendments required to be made filed with respect theretothe SEC pursuant to the Exchange Act since January 1, that it was required to file with (i) the SEC, 1993 including, but not limited towithout limitation, Forms an Annual Report on Form 10-KK for the year ended December 31, Forms 10-Q1994 (collectively, Forms 8-Kthe "HD SEC Reports"), and proxy statementshas previously furnished or made available to TM true and complete copies of all such HD SEC Reports (including any amendments thereto) and will promptly deliver to TM any HD SEC Reports (including any amendments thereto) filed between the date hereof and the Effective Time. None of such HD SEC Reports, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As as of their respective datesdates (as amended through the date hereof), each of such reports and documentscontained or with respect to HD SEC Reports filed after the date hereof, including the ANB Financial Statementswill contain, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements consolidated financial statements included in such reports (as of the dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will beHD SEC Reports, in accordance with the books and records of the ANB Companiesall material respects, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, present fairly the consolidated financial position of the ANB Companies HD and its subsidiaries as of the respective dates indicated thereof, and the consolidated results of operations, changes in stockholders’ equity, operations and the cash flows flow of HD and its subsidiaries for the respective periods or as of the ANB Companies for respective dates set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods indicatedinvolved, in accordance with GAAP (subject to exceptions except as to consistency specified otherwise noted therein or as may be indicated in the notes thereto orand subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBother adjustments described therein.

Reports and Financial Statements. Since January 1(a) With the exception of the Restatement and Related Matters, 2003the Company has filed or furnished on a timely basis all forms, reports, statements, schedules, certifications and other documents required to be filed with or furnished to the SEC by it since December 31, 2002 and prior to the date hereof (collectively, the “Prior Company SEC Documents”). The Prior Company SEC Documents (including any documents or information incorporated by reference therein and including any financial statements or schedules included therein) (i) complied, at the time they were filed or furnished, and, if amended, as of the date of organization or acquisition if latersuch amendment, each ANB Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all the applicable Lawsrequirements of the Securities Act, including without limitation Securities Laws. As the Exchange Act, the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations promulgated thereunder, and (ii) with the exception of its respective datethe Restatement and Related Matters, each did not, at the time they were filed, or, if amended, as of the date of such report and document did not amendment, 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 made therein, in the light of the circumstances under which they were made, not misleading. The ANB Financial Statements included in such reports (as of Any forms, reports, statements, schedules, certifications and other documents filed with or furnished to the dates thereof and for SEC by the periods covered thereby) (i) are Company on or if dated after the date of this AgreementAgreement (together with the Prior Company SEC Documents, the “Company SEC Documents”), including, when filed, any of the Restated and Delayed Reports (and including any documents or information incorporated by reference therein and including any financial statements or schedules included therein) (i) will becomply, at the time of filing or being furnished, and, if amended, as of the date of such amendment, in accordance all material respects with the books and records applicable requirements of the ANB CompaniesSecurities Act, which are or will bethe Exchange Act, as the case may beXxxxxxxx-Xxxxx Act and, complete in each case, the rules and correct and which have been or will have been, as the case may be, maintained in accordance with good business practicesregulations promulgated thereunder, and (ii) presentwill not, or will presentat the time they are filed, fairly the consolidated financial position of the ANB Companies or, if amended, as of the dates indicated and the consolidated results date of operationssuch amendment, changes in stockholders’ equity, and cash flows contain any untrue statement of the ANB Companies for the periods indicated, in accordance with GAAP (subject a material fact or omit to exceptions as state a material fact required to consistency specified be stated therein or as may be indicated necessary in order to make the notes thereto orstatements made therein, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) light of the Sxxxxxxx-Xxxxx Act of 2002circumstances under which they were made, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBmisleading.

Reports and Financial Statements. Since January 1, 20031994, or the date of organization or acquisition if later, each ANB Company has filed with the SEC all material forms, statements, reports and statementsdocuments (including all exhibits, together with any post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the year ended December 31, 1996, and for the immediately preceding fiscal year, as filed with respect theretothe SEC, that it was required (b) proxy and information statements relating to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, all meetings of its stockholders (whether annual or special) and proxy statements, (ii) other Regulatory Authoritiesactions by written consent in lieu of a stockholders' meeting from January 1, 1995, until the date hereof, and (iiic) any applicable state securities or banking authoritiesall other reports, including quarterly reports, and registration statements filed by the Company with the SEC since January 1, 1995 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Company SEC Reports"). As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document Company SEC Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. The ANB Financial Statements audited consolidated financial statements of the Company included in such reports the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBthen ended.

Reports and Financial Statements. Since (a) The Company has filed or furnished on a timely basis all forms, reports, schedules, statements, certifications, registration statements, prospectuses and other documents (including all exhibits and financial statements required to be filed therewith and any other document or information required to be incorporated therein) required to be filed or furnished by it with the SEC prior to the date hereof and since January 1, 2003, or 2021 (the date of organization or acquisition if later, each ANB “Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authoritiesSEC Documents”). As of their respective datesdates and, each if amended, as of the date of such reports and documentsamendment, including the ANB Financial Statements, exhibits, and schedules thereto, Company SEC Documents complied in all material respects with, and all forms, reports, schedules, statements, certifications, registration statements, prospectuses and other documents (including all exhibits and financial statements required to be filed therewith and any other document or information required to be incorporated therein) required to be filed or furnished by the Company with the SEC on or after the date hereof and prior to the Effective Time (the “Subsequent Company SEC Documents”) will comply in all material respects with, the applicable Lawsrequirements of the U.S. Securities Act of 1933, including without limitation as amended, (the “Securities LawsAct”), the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2022 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder. As of its their respective datedates (and, each if amended, as of the date of such report amendment), the Company SEC Documents did not, and document did not any Subsequent Company SEC Documents will 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements included in such reports (as of the dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB.

Reports and Financial Statements. Since January 1Complete and accurate copies, 2003as amended or supplemented, have been made available to the Seller of: (a) Parent's Registration Statement on Form S-1, as amended and filed with the Securities and Exchange Commission (the "SEC") as of August 3, 2000; and (b) all other reports filed by Parent under Section 13 or subsections (a) or (c) of Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the SEC since such date (the reports listed in subsections (a) and (b) are collectively referred to herein as the "Parent Reports"). The Parent Reports constitute all of the documents required to be filed by Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from August 3, 2000 through the date of organization or acquisition if later, each ANB Company has filed this Agreement. The Parent Reports complied in all reports material respects with the requirements of the Exchange Act and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, rules and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authoritiesregulations thereunder when filed. As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document Parent Reports 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements audited financial statements and unaudited interim financial statements included in such reports the Parent Reports (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto when filed, (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Parent, as of the respective dates thereof and for the periods covered thereby) referred to therein, and (iiv) are or if dated after the date of this Agreement, will be, in accordance consistent with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBParent.

Reports and Financial Statements. Since (a) Hirsch has previously furnixxxx xr otherwise made available (by electronic filing or otherwise) to Sheridan true and complete copies of Hirsch's: (i) Annual Reportx xx Xxxm 10-K filed with the SEC for each of the fiscal years ended January 131, 2003, or the date of organization or acquisition if later2004 and January 29, each ANB Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, 2005; (ii) other Regulatory AuthoritiesQuarterly Reports on Form 10-Q filed with the SEC for the fiscal quarters occurring since the Form 10-K for the year ended January 31, and 2004; (iii) any applicable state securities or banking authoritieseach definitive proxy statement filed with the SEC since January 31, 2003; and (iv) all Current Reports on Form 8-K filed with the SEC since February 1, 2004. As of their respective dates, each of such reports and documentsproxy statements filed with the SEC by Hirsch (collectively with, including the ANB Financial Statementsxxx xxving effect to, exhibitsall amendments, supplements and schedules exhibits thereto, the "SEC Reports") (i) complied as to form in all material respects with all the applicable Lawsrequirements of the Securities Act and the Exchange Act, including without limitation Securities Laws. As of its respective date, each such report and document (ii) 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 made therein, in the light of the circumstances under which they were made, not misleading. The ANB Financial Statements audited consolidated financial statements and unaudited consolidated interim financial statements included in such reports the SEC Reports (including any related notes and schedules) fairly present in all material respects the financial position of Hirsch and its consolidated Xxxxxdiaries as of the dates thereof and the results of operations and cash flows for the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP then ended (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto orsubject, in the case of the unaudited interim financial statements, to normal year-end adjustments that are not materialrecurring adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). PricewaterhouseCoopers LLP is and has been (i) since October 22Since December 31, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002Hixxxx xxx xxxxxx xxxxx xxx xxxxxts, registration statements and (ii) throughout the periods covered other filings required to be filed by the financial statements filed it with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Actrules and regulations of the SEC. ANB and its Subsidiaries have designed and maintain a system The net realizable value of internal control over financial reporting (the net assets, as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes calculated in accordance with GAAP. Since June 30, 2005, there has is not been any material change in less than $12 million on the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBdate hereof.

Reports and Financial Statements. Since January 1None of the reports, 2003schedules and forms filed or required to be filed by FastenTech with the Securities and Exchange Commission (the “SEC”) since December 31, 2004 (collectively, including all exhibits thereto and any reports incorporated by reference therein, the “SEC Reports”), as of their respective dates (and, if amended or superseded by a filing three (3) Business Days prior to the date hereof, then on the date of organization such filing) contained or acquisition if later, each ANB Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document did not will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements Each of the financial statements of FastenTech (including the related notes) included in such reports (the SEC Reports, including the consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2006 (the dates thereof “Balance Sheet”) and the related statement of income and cash flow for the periods covered thereby) (i) are or if dated after the date of this Agreementperiod ended September 30, will be2006 presents fairly, in accordance with the books and records of the ANB Companiesall material respects, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, operations and cash flows of the ANB Companies Company and its consolidated Subsidiaries as of the respective dates or for the respective periods indicatedset forth therein, all in accordance conformity with GAAP (subject to exceptions consistently applied during the periods involved, except as to consistency specified therein or as may be indicated in the notes thereto orotherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is material in amount, and has been derived from the Books and Records (i) since October 22which are true, 2003correct and complete in all material respects). All of such SEC Reports, a registered public accounting firm as of their respective dates (and as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx date of any amendment to the respective SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act of 20021933, as amended, and the rules and regulations promulgated thereunder and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (ii) throughout the periods covered by “Exchange Act”). No Subsidiary of the financial statements filed Company is required to file any form, report or other document with the SEC by ANBSEC, “independent” with respect any foreign Governmental Authority that performs a similar function to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has SEC or any Liabilities that are reasonably likely to have, individually securities exchange or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBquotation service.

Reports and Financial Statements. Since January 1, 2003, or the date Cambridge has previously -------------------------------- furnished to Excell true and correct copies of organization or acquisition if later, each ANB Company has filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with its (i) the SEC, including, but not limited to, Forms Form 10-KK for the period ended December 31, Forms 10-Q, Forms 8-K, and proxy statements1997, (ii) other Regulatory Authoritiesits Quarterly Report on Form 10-Q for the period ended June 30, and 1998 (the "Recent 10-Q"), (iii) any applicable state securities or banking authoritiesall other reports filed by it ----------- with the Securities and Exchange Commission (the "Commission") under the ---------- Securities Exchange Act of 1934, as amended (the "Exchange Act") since January 1, 1998 and (iv) Cambridge hereby agrees to furnish to Excell true and correct copies of all reports filed by it with the Commission after the date hereof prior to the Closing all in the form (including exhibits) so filed (collectively, the "Reports"). As of their respective dates, each of such reports and documents, including the ANB Financial Statements, exhibits, and schedules thereto, Reports ------- complied or will comply in all material respects with all the then applicable Laws, including without limitation Securities Laws. As published rules and regulations of its respective date, each such report the Commission with respect thereto at the date of their issuance and document did not or will 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements As of the date hereof, no additional filings or amendments to previously filed Reports are required pursuant to such rules and regulations. Each of the audited consolidated financial statements and unaudited interim financial statements included in such reports (as of the dates thereof and for the periods covered thereby) (i) are or if dated after the date of this Agreement, will be, Cambridge's Reports has been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the books notes thereto) and records of fairly presents the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies entity or entities to which it relates as of at its date or the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and ' equity or cash flows of the ANB Companies for the periods indicated, in accordance with GAAP such entity or entities (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited statements, to normal the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments that are adjustments, which will not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any be material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on ANBand except as described in Section 5.5 of the Cambridge Disclosure Schedule). As of the date hereof, except Liabilities accrued or reserved against in Cambridge meets the consolidated balance sheets "Registrant Requirements" of ANB as the General Instructions of March 31, 2006, included in Form S-3 under the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBSecurities Act.

Reports and Financial Statements. (a) Since January 1, 20031996, or the date of organization or acquisition if later, each ANB Company has filed with the SEC all forms, statements, reports and statementsdocuments (including all exhibits, together with any post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder, all of which, as amended (if applicable), complied in all material respects, when filed with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously delivered or made with respect available to Purchaser copies (including all exhibits, post-effective amendments and supplements thereto, that it was required to file with ) of its (i) Annual Reports on Form 10-K for the years ended December 31, 1999, December 31, 1998 and December 31, 1997, as filed with the SEC; (ii) definitive proxy and information statements relating to all meetings of its stockholders (whether annual or special) from December 31, including1997 until the date hereof; and (iii) all other reports, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-Kincluding quarterly reports, and proxy statementsregistration statements filed by the Company with the SEC since December 31, 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (i), (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authoritiesbeing referred to as the "Company SEC Reports"). As of their respective datesdates (or to the extent amended or superseded by a subsequent filing, each with respect to the information in such subsequent filing, or as of such reports and documentsthe date of the subsequent filing), including the ANB Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document Company SEC Reports did not or will not (as the case may be) 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 made therein, in the light of the circumstances under which they were made, not misleading. The ANB Financial Statements audited consolidated financial statements of the Company included in such reports the Company's Annual Report on Form 10-K for the years ended December 31, 1999, December 31, 1998 and December 31, 1997 and the unaudited consolidated interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2000 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods and fairly presented the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and for the periods covered thereby) (i) are or if dated after related consolidated statement of operations, cash flows and stockholders' equity included in the date of this Agreement, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, Company SEC Reports fairly the consolidated financial position of the ANB Companies as of the dates indicated and presented the consolidated results of operations, changes in stockholders’ equity, and cash flows operations of the ANB Companies Company and the Company Subsidiaries for the respective periods indicated, in accordance with GAAP then ended (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto orsubject, in the case of unaudited interim financial statements, statements to normal year-end adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation absence of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBcertain footnote disclosures).

Reports and Financial Statements. Since At least since January 1, 20031996, or the date of organization or acquisition if later, each ANB Company has filed with the SEC all material forms, statements, reports and statementsdocuments (including all exhibits, together with any amendments and supplements thereto) required to be made with respect thereto, that filed by it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, under each of such reports the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and documentsthe respective rules and regulations thereunder, including the ANB Financial Statementsall of which, exhibits, and schedules theretoas amended if applicable, complied in all material respects with all applicable Lawsrequirements of the appropriate act and the rules and regulations thereunder. The Company has previously made available to Parent copies of its (a) Annual Reports on Form 10-K as filed with the SEC, (b) proxy and information statements relating to (i) any meetings of its shareholders (whether annual or special) and (ii) actions by written consent in lieu of a shareholders' meeting, each from January 1, 1996 until the date hereof, and (c) all other reports, including without limitation Securities Lawsquarterly reports, or registration statements filed by the Company with the SEC, in each case, since January 1, 1996 (the documents referred to in clauses (a), (b) and (c), together with any exhibits, any amendments thereto, and any information incorporated by reference therein, are collectively referred to as the "Company SEC Reports"). As At the time of its respective datefiling, each such report and document the Company SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. The ANB Financial Statements audited consolidated financial statements and unaudited interim consolidated financial statements of the Company included in such reports the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods covered thereby) (i) are or if dated after the date of this Agreementthen ended, will be, in accordance with the books and records of the ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the ANB Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the ANB Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto orsubject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1000 Xxx) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 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 ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the ANB Financial Statements or reflected in the notes thereto. No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANBother adjustments described therein.