Common use of Financial Statements and SEC Documents Clause in Contracts

Financial Statements and SEC Documents. First Xxxxxxx'x Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, 1997 and 1998, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections 13(a), 13(c) 14(d) and 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed, or to be filed, with the SEC (collectively, the "SEC Documents") (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (ii) did not and will not, at the time of such filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity to entities to which it relates for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Statements and SEC Documents. First Xxxxxxx'x (i) Acquiror’s Annual Reports on Form 10-K KSB for the fiscal years ended December 31, 19962004, 1997 2003 and 19982002, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 2002 under the Securities Act of 1933Act, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections Section 13(a), 13(c) 14(d) and ), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed, filed or to be filed, with the SEC filed (collectively, the "“SEC Documents"”) with the SEC, as of the date filed, (iA) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (iiB) did not and will not, at the time of such filing, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Acquiror and its Subsidiaries as of its date date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such report and documents SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholder's stockholders’ equity and changes in cash flows, as the case may be, of the entity to entities to which it relates Acquiror and its Subsidiaries for the periods set forth thereinto which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Copies of the SEC Documents have been made available to the Bank, to the extent not available on the SEC’s Electronic Data Gathering Analysis and Retrieval (“EXXXX”) system.

Financial Statements and SEC Documents. First Xxxxxxx'x Promistar's Annual Reports on Form 10-K for the fiscal years ended December 31, 19961997, 1997 1998 and 19981999, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1997 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections 13(a), 13(c) 14(d) and 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed, or to be filed, with the SEC (collectively, the "SEC Documents") (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (ii) did not and will not, at the time of such filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity to or entities to which it relates for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Statements and SEC Documents. First Xxxxxxx'x No Material Adverse Effect. (i) IJL's Annual Reports on Form 10-K for the fiscal years ended December 31September 30, 19961995, 1997 1996 and 19981997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31September 30, 1995 under the Securities Act of 1933Act, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections Section 13(a), 13(c) 14(d) and ), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed, filed or to be filed, with the SEC filed (collectively, the IJL's "SEC Documents") with the SEC, as of the date filed, (iA) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (iiB) did not and will not, at the time of such filing, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates IJL and its Subsidiaries as of its date date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholder's stockholders' equity and changes in cash flows, as the case may be, of the entity to entities to which it relates IJL and its Subsidiaries for the periods set forth thereinto which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statementsstatements (the foregoing financial statements are referred to as, the "Financial Statements").

Financial Statements and SEC Documents. First Xxxxxxx'x BT Financial's Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, 1997 and 1998, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections 13(a), 13(c) 14(d) and 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed, or to be filed, with the SEC (collectively, the "SEC Documents") (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (ii) did not and will not, at the time of such filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity to or entities to which it relates PT:#23621 v8($8507!.WPD) 27 for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Statements and SEC Documents. First Xxxxxxx'x Annual Reports All documents filed with the Commission by Parent (including without limitation Parent’s Registration Statement on Form 10-K for S-1 with respect to its initial public offering, as declared effective by the fiscal years ended December 31, 1996, 1997 and 1998Commission, and all Parent’s other reports, reports or registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act of 19331933 Act, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections 13(a), 13(c) 14(d) and ), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange 1934 Act"), in the form filed with the Commission (collectively the “SEC Documents“), as of the date filed, or to be filed, with the SEC (collectively, the "SEC Documents") (ia) complied or will comply in all material respects as to form and timing with the applicable requirements under the Securities 1933 Act or the Exchange Act1934 Act and the rules and regulations thereunder, as the case may be, and (iib) did not and will not, at the time of such filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; . The financial statements of Parent included in such reports comply as to form in all material respects with applicable accounting requirements and each with the published rules and regulations of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules Commission with respect thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity to entities to which it relates for the periods set forth therein, in each case have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, (except in each case as may be noted thereinindicated in the notes to such financial statements and, subject to normal year-end audit adjustments in the case of unaudited statements, as permitted by Form 10-Q of the Commission, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments) and fairly present the financial position of Parent as and at the date thereof and the results of its operations and cash flows for the periods then ended. Since September 30, 2003, neither Parent nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether absolute, accrued, fixed, contingent, liquidated or unliquidated, known or unknown) except liabilities, obligations and contingencies (a) which are reflected in the consolidated balance sheet of Parent at September 30, 2003, or (b) which (i) were incurred in the ordinary course of business since September 30, 2003 and consistent with past practices, (ii) are disclosed in the SEC Documents filed since September 30, 2003 or (iii) would not individually or in the aggregate have a material adverse effect on Parent. Since September 30, 2003, except as described in any SEC Documents, there has been no change in any of the significant accounting policies, practices or procedures of Parent except changes resulting from changes in accounting pronouncements of the Financial Accounting Standards Board or changes in applicable laws. The description of the Parent Common Shares included in the SEC Documents are, as of the time made, accurate and complete and contain no material misstatement or omit to state any fact necessary to make the statements therein not misleading. Since September 30, 2003, Parent has timely filed all documents required to be filed with the Commission pursuant to the 1934 Act. There are no “legal proceedings,” as defined in Item 103 of Regulation S-K, to which Parent or any of its subsidiaries is a party which are required to be disclosed in the SEC Documents and have not been so disclosed.

Financial Statements and SEC Documents. First Xxxxxxx'x BT Financial's Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, 1997 and 1998, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections 13(a), 13(c) 14(d) and 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed, or to be filed, with the SEC (collectively, the "SEC Documents") (i) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (ii) did not and will not, at the time of such filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity to or entities to which it relates for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Statements and SEC Documents. First Xxxxxxx'x Annual Reports All documents filed -------------------------------------- with the Commission by Parent (including without limitation Parent's Registration Statement on Form 10-K for S-1 with respect to its initial public offering, as declared effective by the fiscal years ended December 31, 1996, 1997 and 1998Commission, and all Parent's other reports, reports or registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act of 19331933 Act, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections 13(a), 13(c) 14(d) and ), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange 1934 Act"), in the form filed, or to be filed, filed with the SEC Commission (collectively, collectively the "SEC Documents") ), as of the date filed, (ia) complied or will comply in all material respects as to form and timing with the applicable requirements under the Securities 1933 Act or the Exchange Act1934 Act and the rules and regulations thereunder, as the case may be, and (iib) did not and will not, at the time of such filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; . The financial statements of Parent included in such reports comply as to form in all material respects with applicable accounting requirements and each with the published rules and regulations of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules Commission with respect thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity to entities to which it relates for the periods set forth therein, in each case have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, (except in each case as may be noted thereinindicated in the notes to such financial statements and, subject to normal year-end audit adjustments in the case of unaudited statements, as permitted by Form 10-Q of the Commission, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments) and fairly present the financial position of Parent as and at the date thereof and the results of its operations and cash flows for the periods then ended. Since December 31, 2000, neither Parent nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether absolute, accrued, fixed, contingent, liquidated or unliquidated, known or unknown) except liabilities, obligations and contingencies (a) which are reflected in the consolidated balance sheet of Parent at December 31, 2000, or (b) which (i) were incurred in the ordinary course of business since December 31, 2000 and consistent with past practices, (ii) are disclosed in the SEC Documents filed since December 31, 2000 or (iii) would not individually or in the aggregate have a material adverse effect on Parent. Since December 31, 2000, except as described in any SEC Documents, there has been no change in any of the significant accounting policies, practices or procedures of Parent except changes resulting from changes in accounting pronouncements of the Financial Accounting Standards Board or changes in applicable laws. The description of the Parent Common Shares included in the SEC Documents are, as of the time made, accurate and complete and contain no material misstatement or omit to state any fact necessary to make the statements therein not misleading. Since March 31, 2000, Parent has timely filed all documents required to be filed with the Commission pursuant to the 1934 Act and otherwise satisfies all applicable requirements for the use of the Form S-3 Registration Statement. There are no "legal proceedings," as defined in Item 103 of Regulation S-K, to which Parent or any of its subsidiaries is a party which are required to be disclosed in the SEC Documents and have not been so disclosed. The Company is eligible to use Form S-3 for the registration of the Registrable Securities contemplated by Section 1.7.

Financial Statements and SEC Documents. First Xxxxxxx'x Annual Reports All documents filed with the Commission by Parent (including without limitation Parent’s Registration Statement on Form 10-K for S-1 with respect to its initial public offering, as declared effective by the fiscal years ended December 31, 1996, 1997 and 1998Commission, and all Parent’s other reports, reports or registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act of 19331933 Act, as amended (together with the rules and regulations thereunder, the "Securities Act") or under Sections 13(a), 13(c) 14(d) and ), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange 1934 Act"), in the form filed with the Commission (collectively the “SEC Documents”), as of the date filed, or to be filed, with the SEC (collectively, the "SEC Documents") (ia) complied or will comply in all material respects as to form and timing with the applicable requirements under the Securities 1933 Act or the Exchange Act1934 Act and the rules and regulations thereunder, as the case may be, and (iib) did not and will not, at the time of such filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; . The financial statements of Parent included in such reports comply as to form in all material respects with applicable accounting requirements and each with the published rules and regulations of the balance sheets in or incorporated by reference into any such SEC Document (including the related notes and schedules Commission with respect thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholder's equity and changes in cash flows, as the case may be, of the entity to entities to which it relates for the periods set forth therein, in each case have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, (except in each case as may be noted thereinindicated in the notes to such financial statements and, subject to normal year-end audit adjustments in the case of unaudited statements, as permitted by Form 10-Q of the Commission, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments) and fairly present the financial position of Parent as and at the date thereof and the results of its operations and cash flows for the periods then ended. Since June 30, 2003, neither Parent nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether absolute, accrued, fixed, contingent, liquidated or unliquidated, known or unknown) except liabilities, obligations and contingencies (a) which are reflected in the consolidated balance sheet of Parent at June 30, 2003, or (b) which (i) were incurred in the ordinary course of business since June 30, 2003 and consistent with past practices, (ii) are disclosed in the SEC Documents filed since June 30, 2003 or (iii) would not individually or in the aggregate have a material adverse effect on Parent. Since June 30, 2003, except as described in any SEC Documents, there has been no change in any of the significant accounting policies, practices or procedures of Parent except changes resulting from changes in accounting pronouncements of the Financial Accounting Standards Board or changes in applicable laws. The description of the Parent Common Shares included in the SEC Documents are, as of the time made, accurate and complete and contain no material misstatement or omit to state any fact necessary to make the statements therein not misleading. Since June 30, 2003, Parent has timely filed all documents required to be filed with the Commission pursuant to the 1934 Act. There are no “legal proceedings,” as defined in Item 103 of Regulation S-K, to which Parent or any of its subsidiaries is a party which are required to be disclosed in the SEC Documents and have not been so disclosed.