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

Financial Statements; Books and Records. The ValliCorp --------------------------------------- Financial Statements fairly present the consolidated financial position of ValliCorp and its consolidated subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of ValliCorp and its consolidated subsidiaries for the periods then ended in conformity with generally accepted accounting principles ("GAAP") applicable to financial institutions applied on a consistent basis except as disclosed therein. Such consolidated financial statements as of any fiscal year end have been audited by independent auditors and include an unqualified opinion(s) of such auditing firm(s) to the effect that such financial statements have been prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of ValliCorp at the dates indicated and for the periods then ending. The books and records (including ValliCorp Financial Statements) of ValliCorp and each ValliCorp Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound and such books and records have been properly kept and maintained. The financial records of ValliCorp and the ValliCorp Subsidiaries have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management's general or specific authorization and recorded in conformity with GAAP at the time in effect. Management of ValliCorp believes that the data processing equipment, data transmission equipment, related peripheral equipment and software used by ValliCorp in the operation of its business to generate and retrieve its financial records are adequate for the current needs of ValliCorp.

Financial Statements; Books and Records. The ValliCorp WABC --------------------------------------- Financial Statements fairly present the consolidated financial position of ValliCorp WABC and its consolidated subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of ValliCorp WABC and its consolidated subsidiaries for the periods then ended in conformity with generally accepted accounting principles ("GAAP") GAAP applicable to financial institutions applied on a consistent basis except as disclosed therein. Such consolidated financial statements as of any fiscal year end have been audited by independent auditors and include an unqualified opinion(s) of such auditing firm(s) to the effect that such financial statements have been prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of ValliCorp WABC at the dates indicated and for the periods then ending. The books and records (including ValliCorp the WABC Financial Statements) of ValliCorp WABC and each ValliCorp WABC Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound and such books and records have been properly kept and maintained. The financial records of ValliCorp WABC and the ValliCorp WABC Subsidiaries have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management's general or specific authorization and recorded in conformity with GAAP at the time in effect. Management of ValliCorp WABC believes that the data processing equipment, data transmission equipment, related peripheral equipment and software used by ValliCorp WABC in the operation of its business to generate and retrieve its financial records are adequate for the current needs of ValliCorpWABC.

Financial Statements; Books and Records. The ValliCorp --------------------------------------- Financial Statements NBT Bank has delivered to Hampshire Bank the NBT Regulatory Reports and NBT has delivered to Hampshire Bank the NBT Financials, all of which fairly present in all material respects, the consolidated financial position of ValliCorp NBT and its consolidated subsidiaries NBT Bank as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and and, in the case of the audited financial statements, cash flows of ValliCorp and its consolidated subsidiaries NBT for the periods then ended and the results of operations for NBT Bank 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 ("GAAP") applicable to financial institutions , as applicable, applied on a consistent basis (except as disclosed otherwise stated therein). Such consolidated financial statements as The NBT Financials reflecting information after the date of any fiscal year end have been audited by independent auditors and include an unqualified opinion(s) of such auditing firm(s) to the effect that such financial statements have been prepared in accordance with GAAP and this Agreement will fairly present fairly, in all material respects, the consolidated financial position, results position of operations NBT and cash flows NBT Bank as of ValliCorp at the dates indicated and the consolidated results of operations, changes in shareholders' equity and, in the case of the audited financial statements, cash flows of NBT and NBT Bank for the periods then endingended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP as applicable, applied on a consistent basis. The books and records (including ValliCorp Financial Statements) of ValliCorp NBT and each ValliCorp Subsidiary NBT Bank fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound and such bound. Such books and records have been properly kept and maintainedmaintained and are in compliance with all applicable Laws and accounting requirements in all material respects. The financial minute books of NBT and NBT Bank contain records of ValliCorp and the ValliCorp Subsidiaries have been, and which are being and shall be, maintained accurate in all material respects in accordance with regarding all applicable legal corporate actions of each of their respective shareholders and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management's general or specific authorization and recorded in conformity with GAAP at the time in effect. Management boards of ValliCorp believes that the data processing equipment, data transmission equipment, related peripheral equipment and software used by ValliCorp in the operation directors (including committees of its business to generate and retrieve its financial records are adequate for the current needs their respective boards of ValliCorpdirectors) set forth therein.

Financial Statements; Books and Records. The ValliCorp --------------------------------------- (a) True and correct copies of the Company Financial Statements are included in Section 3.14 of the Company Disclosure Letter. The Company Financial Statements: (i) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods covered thereby (except as may be expressly indicated in the notes to those financial statements); and (ii) fairly present in all material respects the consolidated financial position of ValliCorp the Company and its consolidated subsidiaries Subsidiaries as of the dates indicated thereof, and the their consolidated results of operations, changes in shareholders' ’ equity and cash flows of ValliCorp and its consolidated subsidiaries for the periods then ended ended. (b) True and correct copies of the Company Monthly Financial Statements are included in conformity with generally accepted accounting principles ("GAAP") applicable to financial institutions applied Section 3.14 of the Company Disclosure Letter. The Company Monthly Financial Statements were prepared based on a consistent basis except as disclosed therein. Such consolidated financial statements as the books and records of any fiscal year end have been audited by independent auditors the Company and include an unqualified opinion(s) of such auditing firm(s) to the effect that such financial statements have been prepared in accordance with GAAP its Subsidiaries and fairly present fairly, in all material respects, respects the consolidated financial position, position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of ValliCorp at the dates indicated and for the periods then ending. ended (subject to year-end adjustments). (c) The books and records of the Company and its Subsidiaries (including ValliCorp Financial Statementsi) of ValliCorp and each ValliCorp Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound and such books and records have been properly kept and maintained. The financial records of ValliCorp and the ValliCorp Subsidiaries have been, and are being and shall be, maintained in all material respects in accordance with GAAP and all other applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respectsrespects and (ii) are in all material respects true, complete and correct, and do not contain or reflect any material inaccuracies or discrepancies. (d) The Company and its Subsidiaries have established internal accounting controls, and such internal accounting controls provide reasonable assurance that (i) material transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and to maintain accountability for the Company’s consolidated assets, (iii) access to assets of the Company and its Subsidiaries is permitted only in accordance with management's general ’s authorization, (iv) the reporting of assets of the Company and its Subsidiaries is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (e) The Company maintains disclosure controls and procedures that ensure that material information concerning (i) related party transactions, (ii) FAS 5 contingencies, (iii) off-balance sheet commitments, (iv) employee misconduct and (v) fraudulent activities is made known on a timely basis to the individuals responsible for the preparation of the Company’s financial statements and disclosures. The Company has made available to Parent copies of, all written descriptions of, and all policies, manuals and other documents promulgating, disclosure controls and procedures as related to the above items. (f) Except as set forth in Section 3.14(f) of the Company Disclosure Letter, the Company has not, since July 30, 2002, extended or specific authorization and recorded in conformity with GAAP at maintained credit, arranged for the time in effect. Management extension of ValliCorp believes that the data processing equipmentcredit, data transmission equipmentmodified or renewed an extension of credit, related peripheral equipment and software used by ValliCorp in the operation form of its business a personal loan or otherwise, to generate and retrieve its financial records are adequate or for any director or executive officer of the current needs Company. Section 3.14(f) of ValliCorpthe Company Disclosure Letter identifies any loan or extension of credit maintained by the Company to which the second sentence of Section 13(k)(1) of the Exchange Act would apply.

Financial Statements; Books and Records. The ValliCorp --------------------------------------- Financial Statements CFC has delivered to FOFC the CFC Regulatory Reports and the CFC Financials, all of which fairly present in all material respects, the consolidated financial position of ValliCorp CFC and its consolidated subsidiaries Chemung Bank as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and and, in the case of the audited financial statements, cash flows of ValliCorp CFC and its consolidated subsidiaries Chemung Bank 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 ("GAAP") applicable to financial institutions , as applicable, applied on a consistent basis except as disclosed thereinbasis. Such consolidated financial statements as The CFC Financials, reflecting information after the date of any fiscal year end have been audited by independent auditors and include an unqualified opinion(s) of such auditing firm(s) to the effect that such financial statements have been prepared in accordance with GAAP and this Agreement will fairly present fairly, in all material respects, the consolidated financial position, results position of operations CFC and cash flows Chemung Bank as of ValliCorp at the dates indicated and the consolidated results of operations, changes in shareholders' equity and, in the case of the audited financial statements, cash flows of CFC and Chemung Bank for the periods then endingended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP as applicable, applied on a consistent basis. The books and records (including ValliCorp Financial Statements) of ValliCorp CFC and each ValliCorp Subsidiary Chemung Bank fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound and such bound. Such books and records have been properly kept and maintainedmaintained and are in compliance with all applicable Laws and accounting requirements in all material respects. The financial minute books of CFC and Chemung Bank contain records of ValliCorp and the ValliCorp Subsidiaries have been, and which are being and shall be, maintained accurate in all material respects in accordance with regarding all applicable legal corporate actions of each of their respective shareholders and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management's general or specific authorization and recorded in conformity with GAAP at the time in effect. Management boards of ValliCorp believes that the data processing equipment, data transmission equipment, related peripheral equipment and software used by ValliCorp in the operation directors (including committees of its business to generate and retrieve its financial records are adequate for the current needs their respective boards of ValliCorpdirectors) set forth therein.

Financial Statements; Books and Records. (a) The ValliCorp --------------------------------------- Financial Statements are complete, are in accordance with the books and records of Wise, fairly present the consolidated Assets, Liabilities and financial position condition and results of ValliCorp operations indicated thereby in accordance with GAAP consistently applied throughout the periods covered thereby. (b) Each of Wise and its consolidated subsidiaries Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed with management's authorizations, (ii) transactions are recorded as necessary to permit preparation of Wise's or its Subsidiaries, as the dates indicated and the consolidated results of operationscase may be, changes in shareholders' equity and cash flows of ValliCorp and its consolidated subsidiaries for the periods then ended in conformity with generally accepted accounting principles ("GAAP") applicable to financial institutions applied on a consistent basis except as disclosed therein. Such consolidated financial statements as of any fiscal year end have been audited by independent auditors and include an unqualified opinion(s) of such auditing firm(s) to the effect that such financial statements have been prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of ValliCorp at the dates indicated and to maintain accountability for the periods then ending. The books and records (including ValliCorp Financial Statements) of ValliCorp and each ValliCorp Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound and such books and records have been properly kept and maintained. The financial records of ValliCorp and the ValliCorp Subsidiaries have beenassets, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient (iii) access to insure that all transactions reflected therein are, in all material respects, executed assets is permitted only in accordance with management's general authorization. (c) The books and records of Wise and each of its Subsidiaries, in reasonable detail, accurately and fairly reflect the activities of Wise or specific authorization its Subsidiaries, as the case may be, and recorded the Business and have been made available to ICOA for its inspection. (d) None of Wise or any of its Subsidiaries has engaged in conformity with GAAP at the time in effect. Management of ValliCorp believes that the data processing equipmentany transaction, data transmission equipmentmaintained any bank account or used any corporate funds except for transactions, related peripheral equipment bank accounts or funds which have been and software used by ValliCorp are reflected in the operation normally maintained books and records of Wise and its business Subsidiaries. (e) The stock records and minute books of Wise and its Subsidiaries heretofore made available to generate ICOA fully reflect all minutes of meetings, resolutions and retrieve other actions and proceedings of the shareholders and board of directors and all committees thereof of Wise and its financial records Subsidiaries, all issuances, transfers and redemptions of the capital stock of Wise and its Subsidiaries of which Wise or Sellers are adequate for aware and contain true, correct and complete copies of the current needs Articles of ValliCorpIncorporation and Bylaws and all amendments thereto of Wise and its Subsidiaries through the date hereof.

Financial Statements; Books and Records. The ValliCorp --------------------------------------- Financial Statements fairly present the consolidated financial position of ValliCorp (a) Sellers have delivered to Purchaser true and its consolidated subsidiaries as complete copies of the dates indicated and the consolidated results following financial statements, copies of operations, changes which are attached in shareholders' equity and cash flows of ValliCorp and its consolidated subsidiaries for the periods then ended in conformity with generally accepted accounting principles ("GAAP") applicable to financial institutions applied on a consistent basis except as disclosed therein. Such consolidated financial statements as of any fiscal year end have been audited by independent auditors and include an unqualified opinion(sSection 3.6(a) of such auditing firm(s) the Seller Disclosure Schedule (collectively, the “Tax Basis Statements”): tax basis statements of each Seller for each month of calendar year 2009 and 2010 (to the effect date), in each case, as applicable, that such financial statements reconcile with filed federal and state tax returns. The Tax Basis Statements have been prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of ValliCorp at the dates indicated and for the periods then ending. The books and records (including ValliCorp Financial Statements) of ValliCorp Sellers and each ValliCorp Subsidiary present fairly reflect in all material respects the financial condition of the Business and results of the operations of the Business at and for the periods presented. (b) The books of account and other financial records of Sellers have been kept accurately in the ordinary course of business consistent with past practice and Applicable Law, the transactions to which it is a party or by which its properties are subject or bound entered therein represent bona fide transactions, and such books the revenues, expenses, assets and records liabilities of Sellers have been properly kept and maintained. The financial records of ValliCorp and the ValliCorp Subsidiaries have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected recorded therein are, in all material respects. Sellers have established and maintain a system of internal accounting controls sufficient to provide reasonable assurance (i) that transactions, receipts and expenditures of Sellers are being executed and made only in accordance with management's general or specific authorization appropriate authorizations of management and the board of managers of each Seller, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP at Tax Basis Statements and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the time in effect. Management assets of ValliCorp believes Sellers, (iv) that the data processing equipmentamount recorded for assets on the books and records of Sellers are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference and (v) accounts, data transmission equipmentnotes and other receivables and inventory are recorded accurately, related peripheral equipment and software used by ValliCorp proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (c) Since December 31, 2008, there has been no material change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of any Seller, other than (i) write-downs or write-offs in the operation value of its assets as required under the tax basis of accounting or (ii) such adjustments as may be required by under the tax basis of accounting as a result of the consummation of the transactions contemplated by this Agreement. (d) No Seller has any liability or obligation of any kind whatsoever relating to the Business, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities of the Business that have been incurred by Sellers after December 31, 2009 in the ordinary course of business consistent with past practice and that have not been incurred as a result of the breach of any Contract, the violation of any Applicable Law or the commission of any tort. (e) Section 3.6(e) of the Seller Disclosure Schedule sets forth an accurate and complete itemization of the Accounts Receivable (including aging) of Sellers related to generate the Business as of September 30, 2010. The Accounts Receivable represent bona fide claims against debtors for sales, services performed or other charges arising on or before the respective dates of recording thereof. All Accounts Receivable have been billed in accordance with the past practice and retrieve its financial records custom of Sellers consistently applied and are adequate for collectible in the current needs ordinary course of ValliCorpbusiness consistent with past practice. (f) Seller has paid all trade accounts payables related to the Business (which, pursuant to their stated terms, were required to be paid in the ordinary course of business prior to the Closing Date).

Financial Statements; Books and Records. The ValliCorp --------------------------------------- Financial Statements (a) Hampshire Bank has delivered to NBT and NBT Bank the Hampshire Bank Regulatory Reports and the Hampshire Bank Financials, all of which fairly present in all material respects, the consolidated financial position of ValliCorp Hampshire Bank as of the dates indicated and its consolidated subsidiaries the results of operations, changes in shareholders' equity and, in the case of the audited financial statements, cash flows of Hampshire Bank for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP (except that the Hampshire Bank Regulatory Reports have been prepared in accordance with applicable regulatory accounting principles and practices), as applicable, applied on a consistent basis (except as otherwise stated therein). The Hampshire Bank Financials reflecting information after the date of this Agreement will fairly present in all material respects, the financial position of Hampshire Bank as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and and, in the case of the audited financial statements, cash flows of ValliCorp and its consolidated subsidiaries Hampshire Bank 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 ("GAAP") applicable to financial institutions GAAP as applicable, applied on a consistent basis (except as disclosed otherwise stated therein. Such consolidated financial statements as of any fiscal year end have been audited by independent auditors and include an unqualified opinion(s). (b) of such auditing firm(s) to the effect that such financial statements have been prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of ValliCorp at the dates indicated and for the periods then ending. The books and records (including ValliCorp Financial Statements) of ValliCorp and each ValliCorp Subsidiary Hampshire Bank fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound and such bound. Such books and records have been properly kept and maintainedmaintained and are in compliance with all applicable Laws and accounting requirements in all material respects. The financial minute books of Hampshire Bank contain records of ValliCorp and the ValliCorp Subsidiaries have been, and which are being and shall be, maintained accurate in all material respects in accordance with regarding all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management's general or specific authorization and recorded in conformity with GAAP at the time in effect. Management of ValliCorp believes that the data processing equipment, data transmission equipment, related peripheral equipment and software used by ValliCorp in the operation corporate actions of its business to generate shareholders and retrieve its financial records are adequate for the current needs boards of ValliCorpdirectors (including committees thereof) set forth therein.