Common use of Call Reports Clause in Contracts

Call Reports. The financial statements contained in the Call Reports of Seller Bank for all of the periods ending on or after December 31, 2017 (i) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (ii) fairly present in all material respects the financial condition of Seller Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Seller Bank to be prepared after the date of this Agreement and prior to the Closing (A) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (B) will fairly present in all material respects the financial condition of Seller Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Seller Bank for the respective periods set forth therein, subject to year-end adjustments.

Call Reports. The financial statements contained in the Call Reports of Seller Malvern Bank for all of the periods ending on or after December 31since September 30, 2017 2021 (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iiiii) fairly present in all material respects the financial condition of Seller Malvern Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Seller Malvern Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (BC) will fairly present in all material respects the financial condition of Seller Malvern Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Seller Malvern Bank for the respective periods set forth therein, subject to year-end adjustments.

Call Reports. The financial statements contained in the Call Reports of Seller Buyer Bank for all of the periods ending on or after December 31, 2017 (i) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (ii) fairly present in all material respects the financial condition of Seller Buyer Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Seller Buyer Bank to be prepared after the date of this Agreement and prior to the Closing (A) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes footnotes, and (B) will fairly present in all material respects the financial condition of Seller Buyer Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Seller Buyer Bank for the respective periods set forth therein, subject to year-end adjustments.

Call Reports. The financial statements contained in the Call Reports of Seller Bank for all of the with respect to periods ending on or after December 31, 2017 2012, and through the date of this Agreement (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iiiii) fairly present in all material respects the financial condition of Seller Southwest Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Seller Southwest Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (BC) will fairly present in all material respects the financial condition of Seller Southwest Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Seller Southwest Bank for the respective periods set forth therein, subject to year-end adjustments.

Call Reports. The financial statements contained in the Call Reports of Seller Landmark Bank for all of the periods ending on or after December 31, 2017 2014 (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iiiii) fairly present in all material respects the financial condition of Seller Landmark Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Seller Landmark Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (BC) will fairly present in all material respects the financial condition of Seller Landmark Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Seller Landmark Bank for the respective periods set forth therein, subject to year-end adjustments.

Call Reports. The financial statements contained in the Call Reports of Seller Bank for all of the with respect to periods ending on or after December 31, 2017 2012, and through the date of this Agreement (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iiiii) fairly present in all material respects the financial condition of Seller Target Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Seller Target Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (BC) will fairly present in all material respects the financial condition of Seller Target Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Seller Target Bank for the respective periods set forth therein, subject to year-end adjustments.

Call Reports. The financial statements contained in the Call Reports of Seller Reliance Bank for all of the periods ending on or after December 31, 2017 2013 (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iiiii) fairly present in all material respects the financial condition of Seller Reliance Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Seller Reliance Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (BC) will fairly present in all material respects the financial condition of Seller Reliance Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Seller Reliance Bank for the respective periods set forth therein, subject to year-end adjustments.

Call Reports. Company has previously delivered to Purchaser a true and complete copy of its Report of Condition and Income filed with the applicable federal banking agency (“Call Report”) for the period ending September 30, 2016. The financial statements contained in the such Call Reports of Seller Bank for all of the periods ending on or after December 31, 2017 Report (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes footnotes, and (iiiii) fairly present in all material respects the financial condition of Seller Landmark Bank as of the respective dates set forth therein and the results of operations and shareholdersstockholders’ equity for the respective periods set forth therein, subject to year-end adjustmentsadjustments (none of which are reasonably expected to be material). The financial statements contained in the Call Reports of Seller Landmark Bank to be prepared after the date of this Agreement Date and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes footnotes, and (BC) will fairly present in all material respects the financial condition of Seller Landmark Bank as of the respective dates set forth therein and the results of operations and shareholdersstockholders’ equity of Seller Bank for the respective periods set forth therein, subject to year-end adjustmentsadjustments (none of which are reasonably expected to be material).

Call Reports. The financial statements contained in the Call Reports of Seller Xxxxx Bank for all of the periods ending on or after ended September 30, 2019, June 30, 2019, March 31, 2019 and December 31, 2017 2018 (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iiiii) fairly present in all material respects the financial condition of Seller Bank Xxxxx Bank, as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Seller Xxxxx Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes footnotes, and (BC) will fairly present in all material respects the financial condition of Seller Xxxxx Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Seller Xxxxx Bank for the respective periods set forth therein, subject to year-end adjustments.