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

Financial Statements; Books and Records; Minute Books. The Seller Financial Statements filed by Seller in SEC Documents prior to the date of this Agreement fairly present, and the Seller Financial Statements filed by Seller after the date of this Agreement will fairly present, the consolidated financial position of Seller and its consolidated Subsidiaries as of the dates indicated and the consolidated income, changes in shareholders' equity and cash flows of 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 Seller and each 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 with all applicable legal and accounting requirements in all material respects. The minute books of Seller and 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).

Financial Statements; Books and Records; Minute Books. The Seller Letchworth Financial Statements filed by Seller Letchworth in SEC Documents prior to the date of this Agreement fairly presentpresent in all material respects, and the Seller Letchworth Financial Statements filed by Seller Letchworth after the date of this Agreement will fairly present, present in all material respects the consolidated financial position of Seller Letchworth and its consolidated Subsidiaries as of the dates indicated and the consolidated incomeresults of operations, changes in shareholdersstockholders' equity and cash flows of Seller Letchworth 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. basis. The books and records of Seller Letchworth and each Seller Letchworth 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 with all applicable legal and accounting requirements in all material respects. The minute books of Seller Letchworth and each Seller Letchworth Subsidiary contain records, records which are accurate in all material respects of all corporate actions of its shareholders 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 Seller Trustco Financial Statements filed by Seller Trustco in SEC Documents prior to the date of this Agreement fairly presentpresent in all material respects, and the Seller Trustco Financial Statements filed by Seller Trustco in SEC Documents after the date of this the Agreement will fairly present, present in all material respects the consolidated financial position of Seller Trustco and its consolidated Subsidiaries as of the dates indicated and the consolidated incomeresults of operations, changes in shareholdersstockholders' equity and cash flows of Seller Trustco 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. basis. The books and records of Seller Trustco and each Seller Trustco 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 in all material respectsrequirements. The minute books of Seller Trustco and each Seller Subsidiary the Trustco Subsidiaries contain records, records which are accurate in all material respects of all corporate actions of its shareholders each of their respective stockholders and Board board of Directors directors (including committees of its Board each of Directorstheir respective board of directors).

Financial Statements; Books and Records; Minute Books. The Seller Purchaser Financial Statements filed by Seller Purchaser in SEC Documents documents prior to the date of this Agreement fairly present, and the Seller Purchaser Financial Statements filed by Seller Purchaser in SEC Documents after the date of this the Agreement will fairly present, present the consolidated financial position of Seller Purchaser and its consolidated Subsidiaries as of the dates indicated and the consolidated incomeresults of operations, changes in shareholders' equity and cash flows of Seller Purchaser 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 Seller Purchaser and each Seller Purchaser 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 in all material respectsrequirements. The minute books of Seller Purchaser and each Seller Subsidiary the Purchaser Subsidiaries contain records, 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).

Financial Statements; Books and Records; Minute Books. The Seller Financial Statements filed by Seller in SEC Documents prior to the date of this Agreement fairly present, and the Seller Financial Statements filed by Seller after the date of this Agreement will shall fairly present, the consolidated financial position of Seller and its consolidated Subsidiaries as of the dates indicated and the consolidated income, changes in shareholders' equity and cash flows of Seller and its consolidated Subsidiaries for the periods then ended ended, and each such financial statement has been or will shall 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 Seller and each 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 with all applicable legal and accounting requirements in all material respects. The minute books of Seller and each Seller Subsidiary contain records, which are accurate in all material respects of all corporate actions of its the shareholders and Board of Directors (including committees of its Board of Directors)) of Seller or applicable Seller Subsidiaries.

Financial Statements; Books and Records; Minute Books. The Seller Financial Statements financial statements filed by Seller the Company in the Company SEC Documents Reports (the "Company Financial Statements"), prior to the date of this Agreement fairly presentpresent in all material respects, and the Seller Company Financial Statements filed by Seller the Company after the date of this Agreement will fairly present, present in all material respects the consolidated financial position of Seller the Company and its consolidated Subsidiaries as of the dates indicated and the consolidated incomeresults of operations, changes in shareholdersstockholders' equity and cash flows of Seller 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 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. basis. The books and records of Seller the Company and each Seller 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 with all applicable legal and accounting requirements in all material respects. The minute books of Seller the Company and each Seller Company Subsidiary contain records, records which are accurate in all material respects of all corporate actions of its shareholders 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 Seller Purchaser Financial Statements filed by Seller Purchaser in SEC Documents documents prior to the date of this Agreement fairly present, and the Seller Purchaser Financial Statements filed by Seller Purchaser in SEC Documents after the date of this the Agreement will fairly present, present the consolidated financial position of Seller Purchaser and its consolidated the Purchaser Subsidiaries as of the dates indicated and the consolidated incomeresults of operations, changes in shareholders' equity and cash flows of Seller Purchaser and its consolidated the Purchaser 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 10l0-Q. The books and records of Seller Purchaser and each Seller Purchaser 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 in all material respectsrequirements. The minute books of Seller Purchaser and each Seller Subsidiary the Purchaser Subsidiaries contain records, 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).