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Common use of Financial Statements; Books and Records; Minute Books Clause in Contracts

Financial Statements; Books and Records; Minute Books. The FESC Financial Statements filed by FESC in SEC Documents prior to the date of this Agreement fairly present, and the FESC Financial Statements filed by FESC in SEC Documents after the date of this Agreement will fairly present the consolidated financial position of FESC and its Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of FESC and its Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with generally accepted accounting principles applied on a consistent basis except as disclosed therein and except, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of FESC and each FESC Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirements. The minute books of FESC and the FESC Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).

Appears in 2 contracts

Samples: Reorganization Agreement (First Empire State Corp), Reorganization Agreement (Onbancorp Inc)

Financial Statements; Books and Records; Minute Books. The FESC FNB Financial Statements filed by FESC FNB in SEC Documents prior to the date of this Agreement fairly present, and the FESC FNB Financial Statements filed by FESC in SEC Documents FNB after the date of this Agreement will fairly present the consolidated financial position of FESC FNB and its consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of FESC FNB and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with generally accepted accounting principles applicable to financial institutions applied on a consistent basis except as disclosed therein and except, except in the case of unaudited statements, as permitted by Form 10-Q. The books and records of FESC FNB and each FESC FNB Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirementsrequirements in all material respects. The minute books of FESC FNB and the FESC Subsidiaries each FNB Subsidiary contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).

Appears in 2 contracts

Samples: Reorganization Agreement (M&t Bank Corp), Reorganization Agreement (FNB Rochester Corp)

Financial Statements; Books and Records; Minute Books. The FESC Newco Parent Financial Statements filed by FESC in SEC Documents prior to the date of this Agreement fairly present, and the FESC Newco Parent Financial Statements filed by FESC Newco Parent in SEC Documents after the date of this the Agreement will fairly present present, the consolidated financial position of FESC Newco Parent and its consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of FESC Newco Parent and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with generally accepted accounting principles applied on a consistent basis except as disclosed therein and except, except in the case of unaudited statements, as permitted by Form 10-Q. The books and records of FESC Newco Parent and each FESC Newco Parent Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirements. The minute books of FESC Newco Parent and the FESC Newco Parent Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders stockholders and Board of Directors (including committees of its Board of Directors).

Appears in 2 contracts

Samples: Reorganization Agreement (Dyncorp), Reorganization Agreement (Tekinsight Com Inc)

Financial Statements; Books and Records; Minute Books. The FESC OBC Financial Statements filed by FESC OBC in SEC Documents prior to the date of this Agreement fairly present, and the FESC OBC Financial Statements filed by FESC OBC in SEC Documents after the date of this Agreement will fairly present present, the consolidated financial position of FESC OBC and its Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of FESC OBC and its Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with generally accepted accounting principles applied on a consistent basis except as disclosed therein and except, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of FESC OBC and each FESC OBC Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained in all material respects and are in compliance in all material respects with all applicable legal and accounting requirements. The minute books of FESC OBC and the FESC OBC Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).

Appears in 2 contracts

Samples: Reorganization Agreement (Onbancorp Inc), Reorganization Agreement (First Empire State Corp)

Financial Statements; Books and Records; Minute Books. The FESC Seller Financial Statements filed by FESC Seller in SEC Documents prior to the date of this Agreement fairly present, and the FESC Seller Financial Statements filed by FESC in SEC Documents Seller after the date of this Agreement will fairly present present, the consolidated financial position of FESC Seller and its consolidated Subsidiaries as of the dates indicated and the consolidated results of operationsincome, changes in shareholders' equity and cash flows of FESC Seller and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with generally accepted accounting principles applicable to financial institutions applied on a consistent basis except as disclosed therein and except, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of FESC Seller and each FESC Seller Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable legal and accounting requirementsrequirements in all material respects. The minute books of FESC Seller and the FESC Subsidiaries each Seller Subsidiary contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).

Appears in 1 contract

Samples: Reorganization Agreement (M&t Bank Corp)