Common use of Financial Statements and Regulatory Reports Clause in Contracts

Financial Statements and Regulatory Reports. 5.5.1. Somerset Bank has previously made available to Regal Bancorp the Somerset Bank Regulatory Reports. The Somerset Bank Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present in all material respects, the consolidated financial position, results of operations and changes in equity of Somerset Bank as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. 5.5.2. Somerset Bank has previously made available to Regal Bancorp the Somerset Bank Financial Statements. The Somerset Bank Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, changes in equity and cash flows of Somerset Bank and the Somerset Bank Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto. 5.5.3. At the date of each balance sheet included in the Somerset Bank Financial Statements and Somerset Bank Regulatory Reports, Somerset Bank did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Somerset Bank Financial Statements or Somerset Bank Regulatory Reports or in the footnotes thereto, which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for (A) liabilities, obligations and loss contingencies that are not material individually or in the aggregate or that were incurred in the ordinary course of business, consistent with past practice, (B) liabilities incurred for legal, accounting, financial advisory fees, out-of-pocket and other expenses in connection with the transactions contemplated by this Agreement, and (C) liabilities, obligations and loss contingencies that are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.4. The records, systems, controls, data and information of Somerset Bank are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Somerset Bank or its accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.5.

Financial Statements and Regulatory Reports. 5.5.14.5.1. Somerset Bank Regal Bancorp has previously made available to Somerset Bank the Regal Bancorp the Somerset Bank Regulatory Reports. The Somerset Bank Regal Bancorp Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present in all material respects, the consolidated financial position, results of operations and changes in stockholders’ equity of Somerset Bank Regal Bancorp as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. 5.5.24.5.2. Somerset Bank Regal Bancorp has previously made available to Somerset Bank the Regal Bancorp the Somerset Bank Financial Statements. The Somerset Bank Regal Bancorp Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) ), the consolidated financial position, results of operations, changes in stockholders’ equity and comprehensive income (loss), and cash flows of Somerset Bank Regal Bancorp and the Somerset Bank Regal Bancorp Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto. 5.5.34.5.3. At the date of each balance sheet included in the Somerset Bank Regal Bancorp Financial Statements and Somerset Bank Regal Bancorp Regulatory Reports, Somerset Bank Regal Bancorp did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Somerset Bank Regal Bancorp Financial Statements or Somerset Bank Regal Bancorp Regulatory Reports Reports, or in the footnotes thereto, which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for (A) liabilities, obligations and loss contingencies that are not material individually or in the aggregate or that were incurred in the ordinary course of business, consistent with past practice, (B) liabilities incurred for legal, accounting, financial advisory fees, out-of-pocket and other expenses in connection with the transactions contemplated by this Agreement, and (C) liabilities, obligations and loss contingencies that are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.44.5.4. The records, systems, controls, data and information of Somerset Bank Regal Bancorp are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Somerset Bank Regal Bancorp or its accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.54.

Financial Statements and Regulatory Reports. 5.5.14.5.1. Somerset Bank Boardwalk Bancorp has previously made available to Regal Cape Savings the Boardwalk Bancorp the Somerset Bank Regulatory Reports. The Somerset Bank Boardwalk Bancorp Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present in all material respects, the consolidated financial position, results of operations and changes in stockholders’ equity of Somerset Bank Boardwalk Bancorp as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. 5.5.24.5.2. Somerset Bank Boardwalk Bancorp has previously made available to Regal Cape Savings the Boardwalk Bancorp the Somerset Bank Financial Statements. The Somerset Bank Boardwalk Bancorp Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) ), the consolidated financial position, results of operations, changes in stockholders’ equity and comprehensive income (loss), and cash flows of Somerset Bank Boardwalk Bancorp and the Somerset Bank Boardwalk Bancorp Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto., or in the case of unaudited statements, as permitted by SEC Regulation S-X. 5.5.34.5.3. At the date of each balance sheet included in the Somerset Bank Boardwalk Bancorp Financial Statements and Somerset Bank Regulatory ReportsStatements, Somerset Bank Boardwalk Bancorp did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Somerset Bank Boardwalk Bancorp Financial Statements or Somerset Bank Regulatory Reports or in the footnotes thereto, thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for (A) liabilities, obligations and loss contingencies that which are not material individually or in the aggregate or that which were incurred in the ordinary course of business, consistent with past practice, (B) liabilities incurred for legal, accounting, financial advisory fees, out-of-pocket and other expenses in connection with the transactions contemplated by this Agreement, and (C) liabilities, obligations and loss contingencies that which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.4. The records, systems, controls, data and information of Somerset Bank are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Somerset Bank or its accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.5.

Financial Statements and Regulatory Reports. 5.5.14.5.1. Somerset Bank CLFC has previously made available to Regal Bancorp First Federal Financial the Somerset Bank CLFC Regulatory Reports. The Somerset Bank CLFC Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present in all material respects, the consolidated financial position, results of operations and changes in stockholders' equity of Somerset Bank CLFC as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. 5.5.24.5.2. Somerset Bank CLFC has previously made available to Regal Bancorp First Federal Financial the Somerset Bank CLFC Financial Statements. The Somerset Bank CLFC Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) ), the consolidated financial position, results of operations, changes in equity operations and cash flows of Somerset Bank CLFC and the Somerset Bank CLFC Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto. 5.5.34.5.3. At the date of each balance sheet included in the Somerset Bank CLFC Financial Statements and Somerset Bank or the CLFC Regulatory Reports, Somerset Bank CLFC did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Somerset Bank CLFC Financial Statements or Somerset Bank CLFC Regulatory Reports or in the footnotes thereto, thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for (A) liabilities, obligations and loss contingencies that which are not material individually or in the aggregate or that were which are incurred in the ordinary course of business, consistent with past practice, (B) liabilities incurred and except for legal, accounting, financial advisory fees, out-of-pocket and other expenses in connection with the transactions contemplated by this Agreement, and (C) liabilities, obligations and loss contingencies that which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.5.4. The records, systems, controls, data and information of Somerset Bank are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Somerset Bank or its accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.5.