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

Financial Statements; Books and Records; Minute Books. The Newco Parent Financial Statements prior to the date of this Agreement fairly present, and the Newco Parent Financial Statements filed by Newco Parent in SEC Documents after the date of the Agreement will fairly present, the consolidated financial position of 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 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 in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Newco Parent and each 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 Newco Parent and the Newco Parent Subsidiaries contain records which are accurate in all material respects of all corporate actions of its stockholders and Board of Directors (including committees of its Board of Directors).

Financial Statements; Books and Records; Minute Books. The Newco Parent FESC Financial Statements filed by FESC in SEC Documents prior to the date of this Agreement fairly present, and the Newco Parent FESC Financial Statements filed by Newco Parent FESC in SEC Documents after the date of the this Agreement will fairly present, present the consolidated financial position of Newco Parent FESC and its consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of Newco Parent FESC 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 Newco Parent FESC and each Newco Parent 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 Newco Parent FESC and the Newco Parent FESC Subsidiaries contain records which are accurate in all material respects of all corporate actions of its stockholders shareholders and Board of Directors (including committees of its Board of Directors).

Financial Statements; Books and Records; Minute Books. The Newco Parent OBC Financial Statements filed by OBC in SEC Documents prior to the date of this Agreement fairly present, and the Newco Parent OBC Financial Statements filed by Newco Parent OBC in SEC Documents after the date of the this Agreement will fairly present, the consolidated financial position of Newco Parent OBC and its consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of Newco Parent OBC 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 Newco Parent OBC and each Newco Parent 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 Newco Parent OBC and the Newco Parent OBC Subsidiaries contain records which are accurate in all material respects of all corporate actions of its stockholders shareholders and Board of Directors (including committees of its Board of Directors).

Financial Statements; Books and Records; Minute Books. The Newco Parent FNB Financial Statements filed by FNB in SEC Documents prior to the date of this Agreement fairly present, and the Newco Parent FNB Financial Statements filed by Newco Parent in SEC Documents FNB after the date of the this Agreement will fairly present, present the consolidated financial position of Newco Parent FNB and its consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of Newco Parent 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 in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Newco Parent FNB and each Newco Parent 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 Newco Parent FNB and the Newco Parent Subsidiaries each FNB Subsidiary contain records which are accurate in all material respects of all corporate actions of its stockholders shareholders and Board of Directors (including committees of its Board of Directors).

Financial Statements; Books and Records; Minute Books. The Newco Parent financial statements filed by the Company in the Company SEC Reports (the "Company Financial Statements Statements"), prior to the date of this Agreement fairly presentpresent in all material respects, and the Newco Parent Company Financial Statements filed by Newco Parent in SEC Documents the Company after the date of the this Agreement will fairly present, present in all material respects the consolidated financial position of Newco Parent the Company and its consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholdersstockholders' equity and cash flows of Newco Parent the Company 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 in the case of unaudited statements, as permitted by Form 10-Q. basis. The books and records of Newco Parent the Company and each Newco Parent Company 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 Newco Parent the Company and the Newco Parent Subsidiaries each Company Subsidiary contain records which are accurate in all material respects of all corporate actions of its each of their respective stockholders and Board board of Directors directors (including committees of its Board their respective board of Directorsdirectors).

Financial Statements; Books and Records; Minute Books. The Newco Parent Seller Financial Statements filed by Seller in SEC Documents prior to the date of this Agreement fairly present, and the Newco Parent Seller Financial Statements filed by Newco Parent in SEC Documents Seller after the date of the this Agreement will fairly present, the consolidated financial position of Newco Parent Seller and its consolidated Subsidiaries as of the dates indicated and the consolidated results of operationsincome, changes in shareholders' equity and cash flows of Newco Parent 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 except, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Newco Parent Seller and each Newco Parent 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 Newco Parent Seller and the Newco Parent Subsidiaries each Seller Subsidiary contain records which are accurate in all material respects of all corporate actions of its stockholders shareholders and Board of Directors (including committees of its Board of Directors).