Common use of Financial Controls and Procedures Clause in Contracts

Financial Controls and Procedures. During the periods covered by the LSBG Financial Statements, each of 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 LSBG’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 LSBG or its accountants or agents.

Appears in 2 contracts

Samples: Merger Agreement (Bar Harbor Bankshares), Merger Agreement (Lake Sunapee Bank Group)

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Financial Controls and Procedures. During the periods covered by the LSBG BHB Financial Statements, each of LSBG 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 LSBGBHB’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 LSBG BHB or its accountants or agents.

Appears in 2 contracts

Samples: Merger Agreement (Lake Sunapee Bank Group), Merger Agreement (Bar Harbor Bankshares)

Financial Controls and Procedures. During the periods covered by the LSBG Company Financial Statements, the Company and each of 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 LSBGthe 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 LSBG the Company or its accountants Subsidiaries or agentsaccountants.

Appears in 2 contracts

Samples: Merger Agreement (Banknorth Group Inc/Me), Agreement and Plan of Reorganization (Banknorth Group Inc/Me)

Financial Controls and Procedures. During the periods covered by the LSBG Seller Financial Statements, each of LSBG 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 LSBGSeller’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 LSBG Seller or its accountants or agentsaccountants.

Appears in 1 contract

Samples: Merger Agreement (Community Bancorp /Vt)

Financial Controls and Procedures. During the periods covered by the LSBG Wellesley Financial Statements, each of LSBG 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 LSBGWellesley’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 LSBG Wellesley or its accountants or agents.

Appears in 1 contract

Samples: Merger Agreement (Cambridge Bancorp)

Financial Controls and Procedures. During the periods covered by the LSBG Buyer Financial Statements, each of LSBG 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 LSBGBuyer’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 LSBG Buyer, Buyer Bank or its accountants or agentsaccountants.

Appears in 1 contract

Samples: Merger Agreement (Community Bancorp /Vt)

Financial Controls and Procedures. During the periods covered by the LSBG Financial StatementsCompany’s financial statements referenced above in Section 3.11, each of LSBG 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 LSBGthe 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 LSBG the Company or its accountants or agentsaccountants.

Appears in 1 contract

Samples: Merger Agreement (CNB Financial Corp/Pa)

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Financial Controls and Procedures. During the periods covered by the LSBG Financial StatementsBuyer’s financial statements referenced above in Section 4.10, each of LSBG 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 LSBGBuyer’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 LSBG Buyer or its accountants or agentsaccountants.

Appears in 1 contract

Samples: Merger Agreement (CNB Financial Corp/Pa)

Financial Controls and Procedures. During the periods covered by the LSBG Financial StatementsCompany’s financial statements referenced above in Section 3.11, each of LSBG 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 LSBGthe 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 LSBG the Company or its accountants or agentsaccountants.

Appears in 1 contract

Samples: Merger Agreement (CNB Financial Corp/Pa)

Financial Controls and Procedures. During the periods covered by the LSBG Financial StatementsSeller’s financial statements referenced above in Section 2.11, each of LSBG 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 LSBGthe 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 LSBG the Bank or its accountants or agentsaccountants.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Bancshares Inc/Oh)

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