Financial Statements; Books and Records; Minute Books. The Newco Parent Financial Statements prior to the date of this Agreement fairly present, and the Newco Parent Financial Statements filed by Newco Parent in SEC Documents after the date of the Agreement will fairly present, the consolidated financial position of Newco Parent and its consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of Newco Parent and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with generally accepted accounting principles applied on a consistent basis except as disclosed therein and except in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Newco Parent and each Newco Parent Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirements. The minute books of Newco Parent and the Newco Parent Subsidiaries contain records which are accurate in all material respects of all corporate actions of its stockholders and Board of Directors (including committees of its Board of Directors).
Financial Statements; Books and Records; Minute Books. The M&T Financial Statements filed by M&T in SEC documents prior to the date of this Agreement fairly present, and the M&T Financial Statements files by M&T in SEC Documents after the date of the Agreement will fairly present the consolidated financial position of M&T and its consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of M&T and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with generally accepted accounting principles applicable to financial institutions applied on a consistent basis except as disclosed therein and except in the case of unaudited statements, as permitted by Form 10-Q. . The books and records of M&T and each M&T Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirements. The minute books of M&T and the M&T Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).
Financial Statements; Books and Records; Minute Books. The Seller Financial Statements filed by Seller in SEC Documents prior to the date of this Agreement fairly present, and the Seller Financial Statements filed by Seller after the date of this Agreement shall fairly present, the consolidated financial position of Seller and its consolidated Subsidiaries as of the dates indicated and the consolidated income, changes in shareholders' equity and cash flows of Seller and its consolidated Subsidiaries for the periods then ended, and each such financial statement has been or shall be, as the case may be, prepared in conformity with generally accepted accounting principles applicable to financial institutions applied on a consistent basis except as disclosed therein and except, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Seller and each Seller Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and accounting requirements in all material respects. The minute books of Seller and each Seller Subsidiary contain records, which are accurate in all material respects of all corporate actions of the shareholders and Board of Directors (including committees of its Board of Directors) of Seller or applicable Seller Subsidiaries.
Financial Statements; Books and Records; Minute Books. The Seller Financial Statements filed by Seller in SEC Documents prior to the date of this Agreement fairly present, and the Seller Financial Statements filed by Seller after the date of this Agreement will fairly present, the consolidated financial position of Seller and its consolidated Subsidiaries as of the dates indicated and the consolidated income, changes in stockholders' equity and cash flows of Seller and its consolidated Subsidiaries for the periods then ended in conformity with generally accepted accounting principles applicable to financial institutions applied on a consistent basis except as disclosed therein and except, in the case of unaudited statements, as permitted by Form 10-Q and subject to normal recurring year-end adjustments. The books and records of Seller and each Seller Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and accounting requirements in all material respects. The minute books of Seller and each Seller Subsidiary contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).
Financial Statements; Books and Records; Minute Books. The Company Financial Statements have been prepared in accordance with Company Parent's customary accounting procedures, designed to present fairly the financial position of the Company and the results of its operations as of the dates and for the periods indicated. The books and records of the Company fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirements. The minute books of the Company contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).
Financial Statements; Books and Records; Minute Books. The Progressive Financial Statements fairly present the consolidated financial position of Progressive as of the dates indicated and the consolidated results of operations, changes in stockholders' equity and cash flows of Progressive for the periods then ended in conformity with generally accepted accounting principles applicable to financial institutions applied on a consistent basis except (i) as disclosed therein, (ii) for the omission of notes to unaudited statements, (iii) for normally recurring year-end adjustments in the case of interim financial statements, and (iv) as Previously Disclosed. The books and records of Progressive and Pawling fairly reflect the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirements. The minute books of Progressive and Pawling contain accurate records of all corporate actions of their respective shareholders and Boards of Directors (including committees of their Boards of Directors).
Financial Statements; Books and Records; Minute Books. The Xxxxxx Chartered Financial Statements fairly present the consolidated financial position of Xxxxxx Chartered as of the dates indicated and the consolidated results of operations, changes in stockholders' equity and cash flows of Xxxxxx Chartered for the periods then ended in conformity with generally accepted accounting principles applicable to financial institutions applied on a consistent basis except (i) as disclosed therein, (ii) for the omission of notes to unaudited statements, and (iii) for normally recurring year-end adjustments in the case of interim financial statements. The books and records of Xxxxxx Chartered and each Xxxxxx Chartered Subsidiary fairly reflect the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirements. The minute books of Xxxxxx Chartered and each Xxxxxx Chartered Subsidiary contain accurate records of all corporate actions of their respective shareholders and Boards of Directors (including committees of their Boards of Directors).
Financial Statements; Books and Records; Minute Books. ONBC has Previously Disclosed true and complete copies of the ONBC Financial Statements to CBSI, and ONBC shall deliver to CBSI promptly upon preparation true and complete copies of any ONBC Financial Statements relating to any period subsequent to March 31, 2006. The ONBC Financial Statements fairly present, and the ONBC Financial Statements furnished by ONBC in respect of any period subsequent to March 31, 2006 will fairly present when so furnished, the consolidated financial position of ONBC as of the dates indicated and the consolidated income, changes in shareholders' equity and cash flows of ONBC and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with generally accepted accounting principles applicable to financial institutions applied on a consistent basis, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be required by generally accepted accounting principles. The books and records of ONBC and each of its Subsidiaries fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and accounting requirements in all material respects. The minute books of ONBC and each of its Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).
Financial Statements; Books and Records; Minute Books. The Purchaser Financial Statements filed by Purchaser in SEC documents prior to the date of this Agreement fairly present, and the Purchaser Financial Statements filed by Purchaser in SEC Documents after the date of the Agreement will fairly present the consolidated financial position of Purchaser and the Purchaser Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of Purchaser and the Purchaser Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with generally accepted accounting principles applicable to financial institutions applied on a consistent basis except as disclosed therein and except in the case of unaudited statements, as permitted by Form l0-Q. The books and records of Purchaser and each Purchaser Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirements. The minute books of Purchaser and the Purchaser Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).
Financial Statements; Books and Records; Minute Books. The AFC Financial Statements (as defined below) fairly present or will fairly present, as the case may be, the consolidated financial position of AFC as of the dates indicated and the consolidated results of operations, changes in stockholders' equity and statements of cash flows for the periods or as of the dates set forth therein (subject, in the case of unaudited interim statements, to normal recurring audit adjustments that are not material in amount or effect) in conformity with generally accepted accounting principles applicable to financial institutions applied on a consistent basis. The books and records of the AFC Companies fairly reflect in all material respects the transactions to which they are a party or by which their properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirements. The minute books of the AFC Companies contain accurate records of all corporate actions of their respective shareholders and Boards of Directors (including committees of its Board of Directors). The AFC Financial Statements shall mean (i) the consolidated balance sheets of AFC as of December 31, 1999 and 1998 and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years ended December 31, 1999, 1998 and 1997 (including related notes and schedules, if any) and (ii) the consolidated balance sheets of AFC and related consolidated statements of income and stockholders' equity (including related notes and schedules, if any) with respect to quarterly periods ended subsequent to December 31, 1999.
