Common use of Financial Reports; Absence of Certain Changes or Events Clause in Contracts

Financial Reports; Absence of Certain Changes or Events. (a) Seller has made available to Buyer copies of the compilation reports and financial statements of Seller as of and for the years ended December 31, 2016, December 31, 2017 and the Call Reports of FCB for the same periods (the "Seller Financial Statements"). The Seller Financial Statements (including, in each case, any related notes), were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements) and fairly present, in all material respects, the consolidated financial position, results of operations, changes in stockholders' equity and cash flows of Seller and its Subsidiaries at the dates and for the periods indicated, as applicable. (b) The accounting books and records of Seller and its Subsidiaries have been maintained in compliance with applicable legal and accounting requirements, and such books and records accurately reflect, in all material respects, all dealings and transactions in respect of the business, assets, liabilities and affairs of Seller and its Subsidiaries. (c) Since December 31, 2017, Seller and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (d) Since December 31, 2017, (i) Seller and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (ii) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Article III or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Seller and its Subsidiaries. (e) Except as Previously Disclosed, none of Seller or any of its Subsidiaries has any liability or obligation, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes (including those arising from past or present facts, situations, circumstances, conditions or other bases for any present or future action, suit or proceeding, hearing, charge, complaint, claim or demand against Seller or any of its Subsidiaries) required in accordance with GAAP to be reflected in the balance sheets of Seller or the notes thereto, except for (i) liabilities included in the Seller Financial Statements as of December 31, 2017 or the notes thereto, (ii) liabilities occurring in the ordinary course of business since December 31, 2017 and (iii) expenses and other liabilities relating to the transactions contemplated by this Agreement.

Financial Reports; Absence of Certain Changes or Events. (ai) Seller PSC has made available to Buyer copies of the compilation reports and audited consolidated financial statements of Seller PSC as of and for the years ended December 31, 2016, 2012 and December 31, 2017 2011 (the “PSC Audited Financial Statements”) and the Call Reports FR Y-9SP of FCB for the same periods each of PSC and PBC as of December 31, 2013 (the "Seller Financial Statements"“FR Y-9SPs”). The Seller PSC Audited Financial Statements and the FR Y-9SPs (including, in each case, any related notes), were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements) and, in the case of each FR Y-9SP, in accordance with the instructions to such form, and fairly present, in all material respects, the consolidated financial position, results of operations, changes in stockholders' ’ equity and cash flows of Seller PSC and its Subsidiaries at the dates and for the periods indicated, as applicable. (bii) The financial statement audits of PSC and its Subsidiaries have been conducted in accordance with generally accepted auditing standards. The accounting books and records of Seller PSC and its Subsidiaries have been maintained in compliance with applicable legal and accounting requirements, and such books and records accurately reflect, in all material respects, all dealings and transactions in respect of the business, assets, liabilities and affairs of Seller PSC and its Subsidiaries. (ciii) Since December 31, 20172012, Seller PSC and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (div) Since December 31, 20172012, (iA) Seller PSC and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (iiB) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Article III Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Seller PSC and its Subsidiaries. (ev) Except as Previously Disclosed, none of Seller PSC or any of its Subsidiaries has any liability or obligation, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes (including those arising from past or present facts, situations, circumstances, conditions or other bases for any present or future action, suit or proceeding, hearing, charge, complaint, claim or demand against Seller PSC or any of its Subsidiaries) required in accordance with GAAP to be reflected in the an audited consolidated balance sheets sheet of Seller PSC or the notes thereto, except for (i) liabilities included in the Seller PSC Audited Financial Statements as of December 31, 2017 2012 or the notes thereto, (ii) liabilities occurring in the ordinary course of business since December 31, 2017 2012 and (iii) expenses and other liabilities relating to the transactions contemplated by this Agreement.

Financial Reports; Absence of Certain Changes or Events. (a) Seller Tammcorp has made available to Buyer Southern Missouri copies of the compilation reports and audited consolidated financial statements of Seller Tammcorp as of and for the years ended December 31, 2016, 2014 and December 31, 2017 and the Call Reports of FCB for the same periods 2015 (the "Seller Tammcorp Audited Financial Statements") and the unaudited consolidated financial statements of Tammcorp as and for the nine months ended September 30, 2016 (the "Tammcorp Unaudited Financial Statements" and together with the Tammcorp Audited Financial Statements, the "Tammcorp Financial Statements"). The Seller Tammcorp Financial Statements (including, in each case, any related notes), were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements) and fairly present, in all material respects, the consolidated financial position, results of operations, changes in stockholders' equity and cash flows of Seller Tammcorp and its Subsidiaries at the dates and for the periods indicated, as applicable. (b) The financial statement audits of Tammcorp and its Subsidiaries have been conducted in accordance with generally accepted auditing standards. The accounting books and records of Seller Tammcorp and its Subsidiaries have been maintained in compliance with applicable legal and accounting requirements, and such books and records accurately reflect, in all material respects, all dealings and transactions in respect of the business, assets, liabilities and affairs of Seller Tammcorp and its Subsidiaries. (c) Since December 31, 20172015, Seller Tammcorp and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (d) Since December 31, 20172015, (i) Seller Tammcorp and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (ii) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Article III or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Seller Tammcorp and its Subsidiaries. (e) Except as Previously Disclosed, none of Seller Tammcorp or any of its Subsidiaries has any liability or obligation, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes (including those arising from past or present facts, situations, circumstances, conditions or other bases for any present or future action, suit or proceeding, hearing, charge, complaint, claim or demand against Seller Tammcorp or any of its Subsidiaries) required in accordance with GAAP to be reflected in the an audited consolidated balance sheets sheet of Seller Tammcorp or the notes thereto, except for (i) liabilities included in the Seller Tammcorp Audited Financial Statements as of December 31, 2017 2015 or the notes thereto, (ii) liabilities occurring in the ordinary course of business since December 31, 2017 2015 and (iii) expenses and other liabilities relating to the transactions contemplated by this Agreement.

Financial Reports; Absence of Certain Changes or Events. (a) Seller has made available to Buyer copies of the compilation reports and financial statements of Seller as of and for the years ended December 31, 2016, 2015 and December 31, 2017 2016, the unaudited financial statements of Seller as and for the six months ended June 30, 2017, and the Call Reports of FCB SMB for the same periods (the "Seller Financial Statements"). The Seller Financial Statements (including, in each case, any related notes), were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements) and fairly present, in all material respects, the consolidated financial position, results of operations, changes in stockholders' equity and cash flows of Seller and its Subsidiaries at the dates and for the periods indicated, as applicable. (b) The accounting books and records of Seller and its Subsidiaries have been maintained in compliance with applicable legal and accounting requirements, and such books and records accurately reflect, in all material respects, all dealings and transactions in respect of the business, assets, liabilities and affairs of Seller and its Subsidiaries. (c) Since December 31, 20172016, Seller and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice or for legal, accounting, and financial advisory fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement. (d) Since December 31, 20172016, (i) Seller and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (ii) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Article III or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Seller and its Subsidiaries. (e) Except as Previously Disclosed, none of Seller or any of its Subsidiaries has any liability or obligation, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes (including those arising from past or present facts, situations, circumstances, conditions or other bases for any present or future action, suit or proceeding, hearing, charge, complaint, claim or demand against Seller or any of its Subsidiaries) required in accordance with GAAP to be reflected in the balance sheets of Seller or the notes thereto, except for (i) liabilities included in the Seller Financial Statements as of December 31, 2017 2016 or the notes thereto, (ii) liabilities occurring in the ordinary course of business since December 31, 2017 2016 and (iii) expenses and other liabilities relating to the transactions contemplated by this Agreement.