Bancorp Financial Statements Clause Samples

Bancorp Financial Statements. (a) Bancorp has previously furnished to Chart true, correct and complete copies of Bancorp's audited consolidated balance sheets as of December 31, 2001, 2002, and 2003, and the related consolidated statements of income, changes in retained earnings and cash flows for the years then ended, together with related notes of such financial statements (all the foregoing financial statements are referred to collectively as the "BANCORP AUDITED FINANCIAL STATEMENTS"). The Bancorp Audited Financial Statements are prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and present fairly the financial condition and results of operations of Bancorp as of their respective dates and for the periods indicated thereon. (b) Bancorp has provided to Chart true and correct copies of Bancorp's unaudited consolidated balance sheets as of June 30, 2004 and the related unaudited consolidated statements of income for the six months ended June 30, 2003 and 2004 (hereinafter the foregoing financial statements are referred to collectively as the "BANCORP INTERIM FINANCIAL STATEMENTS"). The Bancorp Interim Financial Statements present fairly the financial condition and results of operations of Bancorp for the periods indicated thereon and are prepared in accordance with GAAP (except for the omission of notes to the Bancorp Interim Financial Statements and year-end adjustments to interim results, which adjustments will not be material) applied on a consistent basis with all prior periods and throughout the periods indicated. (c) Bancorp has provided to Chart true and complete copies of all quarterly Consolidated Statements for Bank Holding Companies ("CONSOLIDATED STATEMENTS") as filed with the Federal Reserve Board since December 31, 2003 through and including June 30, 2004. Such Consolidated Statements were prepared in accordance with the Federal Reserve Board's instructions and fairly present the information purported to be shown therein. (d) The Audited Financial Statements and the Interim Financial Statements are herein referred to together as the "BANCORP FINANCIAL STATEMENTS." (e) Each of the balance sheets included in any Bancorp Financial Statement filed with the Federal Reserve Board with respect to any period subsequent to the year ended December 31, 2003 (including any related notes and schedules), does or will fairly present the consolidated financial position of Bancorp as of its date, and the other financial statements included th...

Bancorp Financial Statements. 11 3.8 Absence of Certain Changes...................................................11 3.9 Deposits.................................................................... 12 3.10 Properties.................................................................. 12 3.11 Condition of Fixed Assets and Equipment..................................... 13 3.12

Bancorp Financial Statements. Bancorp has previously made available to Potomac copies of the audited consolidated financial statements of Bancorp as of and for the years ended December 31, 2005 and December 31, 2004 and unaudited financial statements of Potomac for the quarters ended March 31, 2006 and June 30, 2006 (such financial statements, the “Bancorp Financial Statements”). The Bancorp Financial Statements (including the related notes, where applicable) have been prepared in accordance with generally accepted accounting principles, which principles have been consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Bancorp have been and are being maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. The Bancorp Financial Statements fairly present in all material respects the financial position of Bancorp as of the respective dates thereof and fairly present in all material respects the results of operations of Bancorp for the respective periods set forth therein. Bank has maintained allowances for possible loan losses at a level adequate to absorb reasonably anticipated loan losses, in accordance with generally accepted accounting principles and applicable regulatory requirements.

Bancorp Financial Statements. Bancorp has Previously Disclosed to SFC a copy of Bancorp’s audited financial statements for the years ended December 31, 2003 and 2002 and Bancorp’s unaudited financial statements for the quarter ended September 30, 2004. Following the date of this Agreement, Bancorp promptly will deliver to SFC all other annual or quarterly financial statements of Bancorp contained in its reports filed under the 1934 Act. Bancorp’s audited financial statements and unaudited financial statements (a) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (b) are in accordance with the Bancorp’s books and records, and (c) present fairly in all material respects Bancorp’s consolidated financial condition, assets and liabilities, results of operations, changes in shareholders’ equity and changes in cash flows as of the dates indicated and for the periods specified therein; provided, however, that, to the extent permitted by GAAP and other applicable regulations the unaudited financial statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes. Bancorp’s audited financial statements have been audited by Pricewaterhouse Coopers LLP which serves as Bancorp’s independent registered public accounting firm.

Bancorp Financial Statements. Included in Schedule 3.8 hereto are true copies of the consolidated balance sheets of CKF Bancorp as of December 31, 1999 and 1998, and the related consolidated statements of income and changes in stockholders' equity and cash flows of CKF Bancorp for the years ended December 31, 1999 and 1998 and the comparative interim (or annual) financial statements for any subsequent quarter (or year) ending after December 31, 1999 and prior to the Closing Date ("CKF Bancorp Financial Statements"). Such financial statements (i) were (or will be) prepared from the books and records of CKF Bancorp, which are complete and accurate in all material respects and have been maintained in accordance with good business practices; (ii) were (or will be) prepared in accordance with GAAP; (iii) accurately present (or will present) CKF Bancorp's consolidated financial condition and the consolidated results of its operations, changes in stockholders' equity and cash flows as stated including any amendments thereto at the relevant dates thereof and for the periods covered thereby; (iv) do contain or reflect (or will contain and reflect) all necessary adjustments and accruals for an accurate presentation of CKF Bancorp's consolidated financial condition and the consolidated results of CKF Bancorp's operations and cash flows for the periods covered by the CKF Bancorp Financial Statements; and (v) in the opinion of CKF Bancorp management do contain and reflect (or will contain and reflect) adequate provisions for loan losses, for real estate owned reserves and for all reasonably anticipatable liabilities for all taxes, federal, state, local or foreign, with respect to the periods then ended.

Bancorp Financial Statements. Bancorp has Previously Disclosed to SFC a copy of Bancorp’s audited financial statements for the years ended December 31, 2003 and 2002 and Bancorp’s unaudited financial statements for the quarter ended September 30, 2004. Following the date of this Agreement, Bancorp promptly will deliver to SFC all other annual or quarterly financial statements of Bancorp contained in its reports filed under the 1934 Act. Bancorp’s audited financial statements and unaudited financial statements (a) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (b) are in accordance with the Bancorp’s books and records, and (c) present fairly in all material respects Bancorp’s consolidated financial condition, assets and liabilities, results of operations, changes in shareholders’ equity and changes in cash flows as of the dates indicated and for the periods specified therein; provided, however, that, to the extent permitted by GAAP and other applicable regulations the unaudited financial statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes. Bancorp’s audited financial statements have been audited by Pricewaterhouse Coopers LLP which serves as Bancorp’s independent registered public accounting firm. 4.06. Absence of Material Adverse Changes or Certain Other Events. Since September 30, 2004, (a) each of Bancorp and FCB has conducted its business in the ordinary course, (b) there has occurred no FCB Material Adverse Change, and (c) there have occurred no events or developments, and there currently exist no conditions or circumstances, which, individually or in the aggregate, and with the lapse of time or otherwise, reasonably could be expected to cause, create or result in an FCB Material Adverse Effect. 4.07. Absence of Undisclosed Liabilities. Bancorp and FCB do not have any material liabilities or obligations, whether known or unknown, matured or unmatured, accrued, absolute, 20 contingent or otherwise, whether due or to become due (including without limitation tax liabilities or unfunded liabilities under employee benefit plans or arrangements), other than (a) those reflected in the Bancorp’s unaudited financial statements for the quarter ended September 30, 2004, (b) increases in FCB’s deposit accounts in the ordinary course of its business since September 30, 2004, or (c) unfunded commitments to make, issue or extend Loans in amounts which, either i...