Financial Controls and Procedures. During the periods covered by the BHB Financial Statements, each of BHB and its Subsidiaries has had in place internal controls over financial reporting which are designed and maintained to ensure that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of BHB’s or any of its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of BHB or its accountants or agents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lake Sunapee Bank Group), Agreement and Plan of Merger (Bar Harbor Bankshares)
Financial Controls and Procedures. During the periods covered by the BHB LSBG Financial Statements, each of BHB LSBG and its Subsidiaries has had in place internal controls over financial reporting which are designed and maintained to ensure that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of BHBLSBG’s or any of its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of BHB LSBG or its accountants or agents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bar Harbor Bankshares), Agreement and Plan of Merger (Lake Sunapee Bank Group)
Financial Controls and Procedures. During the periods covered by the BHB Company Financial Statements, the Company and each of BHB and its Subsidiaries has had in place internal controls over financial reporting which are designed and maintained to ensure that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of BHBthe Company’s or any of its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of BHB the Company or its accountants Subsidiaries or agentsaccountants.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Banknorth Group Inc/Me), Agreement and Plan of Reorganization (Banknorth Group Inc/Me)
Financial Controls and Procedures. During the periods covered by the BHB Financial StatementsBuyer’s financial statements referenced above in Section 4.10, each of BHB and its Subsidiaries Buyer has had in place internal controls over financial reporting which are designed and maintained to ensure that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of BHBBuyer’s or any of its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of BHB Buyer or its accountants or agentsaccountants.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CNB Financial Corp/Pa)
Financial Controls and Procedures. During the periods covered by the BHB Wellesley Financial Statements, each of BHB Wellesley and its Subsidiaries has had in place internal controls over financial reporting which are designed and maintained to ensure that (ia) transactions are executed in accordance with management’s general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iiic) access to assets is permitted only in accordance with management’s general or specific authorization and (ivd) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of BHBWellesley’s or any of its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of BHB Wellesley or its accountants or agents.
Appears in 1 contract
Samples: Voting Agreement (Cambridge Bancorp)
Financial Controls and Procedures. During the periods covered by the BHB Seller Financial Statements, each of BHB and its Subsidiaries Seller has had in place internal controls over financial reporting which are designed and maintained to ensure that (i) transactions are executed in accordance with management’s general or specific authorizationsauthorizations and in accordance with applicable policies and procedures, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of BHBSeller’s or any of its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of BHB Seller or its accountants or agentsaccountants.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bancorp /Vt)
Financial Controls and Procedures. During the periods covered by the BHB Financial StatementsCompany’s financial statements referenced above in Section 3.11, each of BHB the Company and its Subsidiaries has have had in place internal controls over financial reporting which are designed and maintained to ensure that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None Except as set forth on Schedule 3.30 of BHBthe Company Disclosure Schedule, none of the Company’s or any of its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of BHB the Company or its accountants or agentsaccountants.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CNB Financial Corp/Pa)
Financial Controls and Procedures. During the periods covered by the BHB Buyer Financial Statements, each of BHB Buyer and its Subsidiaries has Buyer Bank have had in place internal controls over financial reporting which are designed and maintained to ensure that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of BHBBuyer’s or any of its Subsidiaries’ Buyer Bank’s records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of BHB Buyer, Buyer Bank or its accountants or agentsaccountants.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bancorp /Vt)
Financial Controls and Procedures. During the periods covered by the BHB Financial StatementsCompany’s financial statements referenced above in Section 3.11, each of BHB the Company and its Subsidiaries has have had in place internal controls over financial reporting which are designed and maintained to ensure that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None Except as set forth on Schedule 3.32 of BHBthe Company Disclosure Schedule, none of the Company’s or any of its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of BHB the Company or its accountants or agentsaccountants.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CNB Financial Corp/Pa)
Financial Controls and Procedures. During the periods covered by the BHB Financial StatementsSeller’s financial statements referenced above in Section 2.11, each of BHB Seller and its Subsidiaries has have had in place internal controls over financial reporting which are designed and maintained to ensure that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of BHBthe Bank’s or any of its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of BHB the Bank or its accountants or agentsaccountants.
Appears in 1 contract
Samples: Stock Purchase Agreement (United Bancshares Inc/Oh)