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

Financial Statements; Exchange Act Filings; Books and Records. The Company has previously made available to Investors true, correct and complete copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2011 and 2010 and the related audited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the years 2011, and 2010, inclusive, as reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC under the Securities and Exchange of 1934, as amended, (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, LLP, independent registered public accounting firm with respect to the Company; and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period ended September 30, 2012 and 2011, as reported on the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the SEC under the Exchange Act. The financial statements referred to in this Section 3.12 (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustments), the results of the consolidated operations and consolidated financial condition of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) consistently applied during the periods involved, except as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and all reports subsequently filed under the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company has previously delivered or made available to Investors true, correct and complete copies of such reports. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company i3 has previously made available to Investors ACE*COMM true, correct and complete copies of (i) the audited consolidated balance sheets of the Company i3 and its Subsidiaries as of December 31, 2011 and 2010 31 for fiscal year 2002 and the related audited consolidated statements of incomeoperations, changes in shareholders' stockholders’ equity and comprehensive income and cash flows for the years 2011, and 2010, inclusivefiscal year 2002, as reported in the Company's i3’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2002 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, PricewaterhouseCoopers LLP, independent registered public accounting firm accountants with respect to i3, and the Company; and (ii) the unaudited consolidated balance sheets interim financial statements of the Company and its Subsidiaries i3 as of September and for the three and six months ended June 30, 2012 2002 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period ended September 30, 2012 and 20112003, as reported on the Company's Quarterly Report included in i3’s quarterly report on Form 10-Q for the period quarter ended September June 30, 2012 2003 as filed with the SEC under the Exchange ActSEC. The financial statements referred to in this Section 3.12 3.5 (including the related notes, where applicable) fairly present fairly, in all material respects (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company i3 and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's Q or any successor form. i3’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2002 and all reports subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company i3 has previously delivered or made available to Investors ACE*COMM true, correct and complete copies of such reports. The books and records of i3 and the Company and its i3 Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. i3 has properly accrued for in the financial statements referred to in this Section 3.5 or paid all severance payments, stay bonuses or other termination payments to be paid by it or any of the i3 Subsidiaries to any current or former employee, director or consultant.

Financial Statements; Exchange Act Filings; Books and Records. The Company (a) TriCo has previously made available to Investors North Valley true, correct and complete copies of (i) the audited consolidated balance sheets of the Company TriCo and its Subsidiaries as of December 31, 2012 and 2011 and 2010 and the related audited consolidated statements of income, changes in shareholders' ’ equity and comprehensive income and cash flows for the fiscal years 20112012, 2011 and 2010, inclusive, as reported in the Company's TriCo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2012 filed with the SEC under the Securities and Exchange of 1934, as amended, (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, LLP, TriCo’s independent registered public accounting firm with respect to the Company; and (ii) the unaudited consolidated balance sheets of the Company TriCo and its Subsidiaries as of September 30, 2013 and 2012 and the related unaudited audited consolidated statements of income, changes in shareholders' ’ equity and comprehensive income and cash flows for the three-month nine months and quarterly period ended September 30, 2012 and 2011, 2013 as reported on the Company's in TriCo’s Quarterly Report on Form 10-Q for with respect to the period quarter ended September 30, 2012 2013 filed with the SEC under the Exchange Act. TriCo will deliver as soon as is reasonably practicable, a draft of the consolidated balance sheet of TriCo and its Subsidiaries as of December 31, 2013 and the related consolidated statements of income, shareholders’ equity and comprehensive income and cash flows for the period ended December 31, 2013, in the form TriCo expects to file under the Exchange Act in connection with its Form 10-K for the period ended December 31, 2013. The financial statements referred to in this Section 3.12 4.6 (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustments), the results of the consolidated operations and consolidated financial condition of the Company TriCo and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's TriCo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2012, and all reports subsequently filed under the Exchange Act (the “Company TriCo Exchange Act Reports”) comply (or, in the case of Company TriCo Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company TriCo has previously delivered or made available to Investors North Valley true, correct and complete copies of such reports. The books and records of the Company TriCo and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company (a) North Valley has previously made available to Investors TriCo true, correct and complete copies of (i) the audited consolidated balance sheets of the Company North Valley and its Subsidiaries as of December 31, 2012 and 2011 and 2010 and the related audited consolidated statements of income, changes in shareholders' ’ equity and comprehensive income and cash flows for the fiscal years 20112012, 2011 and 2010, inclusive, as reported in the Company's North Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2012 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, LLP, North Valley’s independent registered public accounting firm with respect to the Company; and (ii) the unaudited consolidated balance sheets of the Company North Valley and its Subsidiaries as of September 30, 2013 and 2012 and the related unaudited audited consolidated statements of income, changes in shareholders' ’ equity and comprehensive income and cash flows for the three-month nine months and quarterly period ended September 30, 2012 and 2011, 2013 as reported on the Company's in North Valley’s Quarterly Report on Form 10-Q for with respect to the period quarter ended September 30, 2012 2013 filed with the SEC under the Exchange Act. North Valley will deliver as soon as is reasonably practicable, a draft of the consolidated balance sheet of North Valley and its Subsidiaries as of December 31, 2013 and the related consolidated statements of income, shareholders’ equity and comprehensive income and cash flows for the period ended December 31, 2013, in the form North Valley expects to file under the Exchange Act in connection with its Form 10-K for the period ended December 31, 2013. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustments), the results of the consolidated operations and consolidated financial condition of the Company North Valley and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's North Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2012, and all reports subsequently filed under the Exchange Act (the “Company North Valley Exchange Act Reports”) comply (or, in the case of Company North Valley Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company North Valley has previously delivered or made available to Investors TriCo true, correct and complete copies of such reports. The books and records of the Company North Valley and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company ACE*COMM has previously made available to Investors i3 true, correct and complete copies of (i) the audited consolidated balance sheets of the Company ACE*COMM and its Subsidiaries as of December 31, 2011 June 30 for fiscal years 2001 and 2010 2002 and the related audited consolidated statements of incomeoperations, changes in shareholders' stockholders’ equity and comprehensive income and cash flows for the fiscal years 2011, and 20102000 through 2002, inclusive, as reported in the Company's ACE*COMM’s Annual Report on Form 10-K for the fiscal year ended December 31June 30, 2011 2002, filed with the SEC under the Securities and Exchange of 1934, as amended, (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, Ernst & Young LLP, former independent registered public accounting firm accountants with respect to ACE*COMM, and the Company; and (ii) the unaudited consolidated balance sheets interim financial statements of the Company and its Subsidiaries ACE*COMM as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period three and nine months ended September 30March 31, 2012 2003 and 20112002, as reported on the Company's Quarterly Report included in ACE*COMM’s quarterly report on Form 10-Q for the period quarter ended September 30March 31, 2012 2003, as filed with the SEC under SEC. ACE*COMM has previously made available to i3 the Exchange Actaudited consolidated balance sheet of ACE*COMM and its Subsidiaries as of June 30 for fiscal year 2003 and the related consolidated statement of operations, stockholders’ equity and cash flows for fiscal year 2003, accompanied by the audit report of Xxxxx Xxxxxxxx LLP, independent public accountants with respect to ACE*COMM; provided, that the financial statements for the fiscal year ended June 30, 2003 are subject to normal adjustment, the effect of which will not, individually or in the aggregate, be materially adverse when filed with the SEC. The financial statements referred to in this Section 3.12 4.5 (including the related notes, where applicable) fairly present fairly, in all material respects (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company ACE*COMM and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's Q or any successor form. ACE*COMM’s Annual Report on Form 10-K for the fiscal year ended December 31June 30, 2011 2002 and all reports subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company ACE*COMM has previously delivered or made available to Investors i3 true, correct and complete copies of such reports. The books and records of the Company ACE*COMM and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company Xxxxxxx has previously made available delivered to Investors MECH true, correct and complete copies of (i) the audited consolidated balance sheets of the Company Xxxxxxx and its Subsidiaries as of December 31, 2011 31 for the fiscal years 1997 and 2010 1998 and the related audited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 20101996 through 1998, inclusive, as reported in the Company's Xxxxxxx'x Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1998 filed with the SEC under the Securities and Exchange of 1934, as amended, (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, KPMG LLP, independent registered public accounting firm accountants with respect to Xxxxxxx, and the Company; and (ii) the unaudited consolidated balance sheets interim financial statements of the Company and its Subsidiaries Xxxxxxx as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period three months ended September 30, 2012 1998 and 20111999, as reported on the Company's Quarterly Report included in Xxxxxxx'x quarterly report on Form 10-Q for the period ended September 30, 2012 1999, as filed with the SEC under the Exchange ActSEC. The financial statements referred to in this Section 3.12 4.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company Xxxxxxx and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in Section 6.8 hereof will comply, in all material respects respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto thereto; and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's X. Xxxxxxx'x Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1998 and all reports subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company Xxxxxxx has previously delivered or made available to Investors MECH true, correct and complete copies of such reports. The books and records of the Company Xxxxxxx and its Subsidiaries Xxxxxxx Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrequirements and reflect only actual transactions.

Financial Statements; Exchange Act Filings; Books and Records. The Company Empire has previously made available to Investors Sterling true, correct and complete copies of (i) the audited consolidated balance sheets of the Company Empire and its Subsidiaries as of December 31, 2011 and 2010 2001 and the related audited consolidated statements of income, changes in shareholdersstockholders' equity and comprehensive income and cash flows for the fiscal years 2011, 2001 and 20102000, inclusive, as reported in the CompanyEmpire's Annual Report on Form 10-K KSB for the fiscal year ended December 31, 2011 2001 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “"Exchange Act”"), in each case accompanied by the audit report of Xxxx XxxxxKPMG, LLP, independent registered public accounting firm accountants with respect to the Company; Empire and (ii) the unaudited consolidated balance sheets of the Company Empire and its Subsidiaries as of September June 30, 2012 2002 and December 31, 2001 and the related unaudited consolidated statements of income, changes in shareholdersstockholders' equity and comprehensive income and cash flows for the threethree- and six-month period periods ended September June 30, 2012 and 20112002, as reported on the CompanyEmpire's Quarterly Report on Form 10-Q QSB for the period ended September June 30, 2012 2002 filed with the SEC under the Exchange Act. Empire will deliver as soon as is reasonably practicable, a draft of the consolidated balance sheet of Empire and its Subsidiaries as of September 30, 2002 and the related consolidated statements of income, stockholders' equity and comprehensive income and cash flows for the quarter ended September 30, 2002, in the form Empire expects to file under the Exchange Act in connection with its Form 10-QSB for the quarter ended September 30, 2002. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicableapplicable but excluding the draft statements referred to herein) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustments), the results of the consolidated operations and consolidated financial condition of the Company Empire and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.8 hereof will be prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyQSB. Empire's Annual Report on Form 10-K KSB for the fiscal year ended December 31, 2011 2001 and all reports subsequently filed under the Exchange Act (the “Company "Empire Exchange Act Reports”") comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company Empire has previously delivered or made available to Investors Sterling true, correct and complete copies of such reports. The books and records of the Company Empire and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company ACE*COMM has previously made available to Investors i3 true, correct and complete copies of (i) the audited consolidated balance sheets of the Company ACE*COMM and its Subsidiaries as of December 31, 2011 June 30 for fiscal years 2001 and 2010 2002 and the related audited consolidated statements of incomeoperations, changes in shareholders' stockholders’ equity and comprehensive income and cash flows for the fiscal years 2011, and 20102000 through 2002, inclusive, as reported in the Company's ACE*COMM’s Annual Report on Form 10-K for the fiscal year ended December 31June 30, 2011 2002, filed with the SEC under the Securities and Exchange of 1934, as amended, (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, Ernst & Young LLP, former independent registered public accounting firm accountants with respect to ACE*COMM, and the Company; and (ii) the unaudited consolidated balance sheets interim financial statements of the Company and its Subsidiaries ACE*COMM as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period three and nine months ended September 30March 31, 2012 2003 and 20112002, as reported on the Company's Quarterly Report included in ACE*COMM’s quarterly report on Form 10-Q for the period quarter ended September 30March 31, 2012 2003, as filed with the SEC under SEC. ACE*COMM has previously made available to i3 the Exchange Actaudited consolidated balance sheet of ACE*COMM and its Subsidiaries as of June 30 for fiscal year 2003 and the related consolidated statement of operations, stockholders’ equity and cash flows for fiscal year 2003, accompanied by the audit report of Gxxxx Xxxxxxxx LLP, independent public accountants with respect to ACE*COMM; provided, that the financial statements for the fiscal year ended June 30, 2003 are subject to normal adjustment, the effect of which will not, individually or in the aggregate, be materially adverse when filed with the SEC. The financial statements referred to in this Section 3.12 4.5 (including the related notes, where applicable) fairly present fairly, in all material respects (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company ACE*COMM and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's Q or any successor form. ACE*COMM’s Annual Report on Form 10-K for the fiscal year ended December 31June 30, 2011 2002 and all reports subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company ACE*COMM has previously delivered or made available to Investors i3 true, correct and complete copies of such reports. The books and records of the Company ACE*COMM and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company has previously made available to Investors true, correct and complete copies of (ia) the audited BSB Bancorp's consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2011 1996 and 2010 1997 and the related audited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the years 2011, and 2010, inclusive, are as reported in the CompanyBSB Bancorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1997 filed with the SEC under the Securities and Exchange of 1934, as amended, (the “Exchange Act”), in each case accompanied by the audit report of Xxxx XxxxxBSB Bancorp's independent auditors, LLP, independent registered public accounting firm with respect to and the Company; and (ii) the unaudited consolidated balance sheets interim financial statements of the Company and its Subsidiaries BSB Bancorp as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period nine months ended September 30, 2012 1997 and 20111998, are as reported on the Companyincluded in BSB Bancorp's Quarterly Report quarterly report on Form 10-Q for the period ended September 30, 2012 1998, as filed with the SEC under the Exchange ActSEC. The financial statements referred to in this Section 3.12 4.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company BSB Bancorp and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto thereto; and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyBSB Bancorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1997 and all reports subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company BSB Bancorp has previously delivered or made available to Investors SKAN true, correct and complete copies of such reports. BSB Bancorp has made all filings required of it under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. The books and records of the Company BSB Bancorp and its Subsidiaries BSB Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrequirements and reflect only actual transactions.

Financial Statements; Exchange Act Filings; Books and Records. The Company Xxxxxxx has previously made available delivered to Investors Village true, correct and complete copies of (ia) the audited consolidated balance sheets statements of the Company condition of Xxxxxxx and its Subsidiaries as of December 31, 2011 31 for the fiscal years 1996 and 2010 1997 and the related audited consolidated statements of income, changes in comprehensive income, shareholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 2010ended 1995 through 1997, inclusive, as reported in the Company's Annual Xxxxxxx'x Current Report on Form 108-K for the year ended December 31, 2011 filed with the SEC on July 23, 1998 under the Securities and Exchange of 1934, as amended, (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, KPMG LLP, independent registered public accounting firm accountants with respect to the Company; Xxxxxxx, and (iib) the unaudited consolidated balance sheets statement of the Company condition of Xxxxxxx and its Subsidiaries as of September 30, 2012 1998 and the related comparative unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income operations and cash flows for the three-nine month period periods ended September 30, 2012 1997 and 2011, as reported on the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the SEC under the Exchange Act1998. The financial statements referred to in this Section 3.12 4.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company Xxxxxxx and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in Section 6.8 hereof will comply, in all material respects respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto thereto; and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) consistently applied GAAP during the periods involved, except as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's X. Xxxxxxx'x Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1997 and all reports subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company Xxxxxxx has previously delivered or made available to Investors Village true, correct and complete copies of such reports. The books and records of the Company Xxxxxxx and its Subsidiaries Xxxxxxx Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company MECH has previously made available delivered to Investors Xxxxxxx true, correct and complete copies of (i) the audited consolidated balance sheets statements of the Company position of MECH and its Subsidiaries as of December 3131 for the fiscal years 1996, 2011 1997 and 2010 1998 and the related audited consolidated statements of incomeearnings, changes in shareholders' equity and comprehensive income and cash flows for the fiscal years 20111996, 1997 and 20101998, inclusive, as reported in the CompanyMECH's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1998 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “"Exchange Act”"), in each case accompanied by the audit report of Xxxx XxxxxMECH's independent public accountants, LLP, independent registered public accounting firm with respect to and the Company; and (ii) the unaudited consolidated balance sheets interim financial statements of the Company and its Subsidiaries MECH as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period nine months ended September 30, 2012 and 20111999, as reported on included in the Company's Quarterly Report quarterly report on Form 10-10- Q for the period ended September 30, 2012 1999 as filed with the SEC under the Exchange ActSEC. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company MECH and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.8 hereof will be prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) generally accepted accounting principles consistently applied during the periods involvedinvolved ("GAAP"), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyMECH's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1998 and all reports subsequently filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) since January 1, 1998 comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company MECH has previously delivered or made available to Investors Xxxxxxx true, correct and complete copies of such reports. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.such

Financial Statements; Exchange Act Filings; Books and Records. The Company Webster has previously made available delivered to Investors DS Bancor true, correct and complete copies of (ia) the audited consolidated balance sheets of the Company Webster and its Subsidiaries as of December 31, 2011 31 for the fiscal years 1994 and 2010 1995 and the related audited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 20101993 through 1995, inclusive, as reported in the CompanyWebster's Annual Report on Form 10-K for the X xxx xxx fiscal year ended December 31, 2011 1995 filed with the SEC under the Securities and Exchange of 1934, as amended, (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, KPMG Peat Marwick LLP, independent registered public accounting firm accountants with respect to the Company; Webster, and (iib) the unaudited consolidated cxxxxxxxated balance sheets sheet of the Company Webster and its Subsidiaries as of September ox Xxxx 30, 2012 1996 and the related comparative unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-three month period periods then ended September June 30, 2012 1996 and 2011, as reported on the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the SEC under the Exchange Act1995. The financial statements referred to in this Section 3.12 4.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.9 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company Webster and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.9 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto thereto; and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.9 hereof will be, prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyWebster's Annual Report on Form 1000-K for the X xxx xxx fiscal year ended December 31, 2011 1995 and all reports subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company Webster has previously delivered or made available to Investors DS Bancor true, correct and complete copies of such reports. The books and records of the Company Webster and its Subsidiaries First Federal have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrequirements and reflect only actual transactions.

Financial Statements; Exchange Act Filings; Books and Records. The Company S1 has previously made available delivered to Investors representatives of Purchasers true, correct and complete copies of (i) the audited consolidated balance sheets of the Company S1 and its Subsidiaries as of December 31, 2011 31 for the fiscal years 1998 and 2010 1997 and the related audited consolidated statements of incomeoperations, changes in shareholdersstockholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 20101996 through 1998, inclusive, as reported in the CompanyS1's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1998, filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “"Exchange Act”"), in each case accompanied by the audit report of Xxxx Xxxxx, KPMG LLP, independent registered public accounting firm accountants with respect to S1, and the Company; and (ii) the unaudited consolidated balance sheets interim financial statements of the Company and its Subsidiaries S1 as of September and for the six months ended June 30, 2012 1999 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period ended September 30, 2012 and 20111998, as reported on the Companyincluded in S1's Quarterly Report quarterly report on Form 10-Q for the period quarter ended September June 30, 2012 1999, as filed with the SEC under SEC, and the Exchange Actfinancial statements of S1 as of and for the month ended July 31, 1999 and 1998. The financial statements referred to in this Section 3.12 3.5 (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustments), ) the results of the consolidated operations and consolidated financial condition of the Company S1 and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto thereto; and each of such statements (including the related notes, where applicable) has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) U.S. GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyS1's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1998 and all reports subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company S1 has previously delivered or made available to Investors FICS true, correct and complete copies of such reports. The books and records of the Company S1 and its Subsidiaries have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company (a) Village has previously made available delivered to Investors Xxxxxxx true, correct and complete copies of (ia) the audited consolidated balance sheets of the Company Village and its Subsidiaries as of December 3131 for the years 1995, 2011 1996, and 2010 1997 and the related audited consolidated statements of income, changes in shareholdersstockholders' equity and comprehensive income and cash flows for the years 2011, and 20101994 through 1997, inclusive, as reported in the CompanyVillage's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1997 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “"Exchange Act”"), in each case accompanied by the audit report of Xxxx Xxxxx, Deloitte & Touche LLP, independent registered public accounting firm accountants with respect to the Company; Village, and (iib) the unaudited condensed consolidated balance sheets of the Company Village and its Subsidiaries as of September June 30, 2012 1998 and the related comparative unaudited condensed consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-six month period periods ended September June 30, 2012 1997 and 2011, as reported on the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the SEC under the Exchange Act1998. The financial statements referred to in this Section 3.12 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company Village and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in Section 6.8 hereof will comply, in all material respects respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto thereto; and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with Generally Accepted Accounting Principles generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyVillage's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1997 and all reports subsequently filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) since December 31, 1994 comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company Village has previously delivered or made available to Investors Xxxxxxx true, correct and complete copies of such reports. The books and records of the Company Village and its Subsidiaries Village Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company Catskill has previously made available delivered to Investors Xxxx true, correct and complete copies of (i) the audited consolidated balance sheets statements of the Company condition of Catskill and its Subsidiaries as of December 31, 2011 September 30 for the fiscal years 1998 and 2010 1999 and the related audited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 20101997 through 1999, inclusive, as reported in the CompanyCatskill's Annual Report on Form 10-K for the fiscal year ended December 31September 30, 2011 1999 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “"Exchange Act”"), in each case accompanied by the audit report of Xxxx Xxxxx, KPMG LLP, independent registered public accounting firm accountants with respect to Catskill, and the Company; and (ii) the unaudited consolidated balance sheets interim financial statements of the Company and its Subsidiaries Catskill as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period six months ended September 30March 31, 2012 2000 and 20111999, as reported on included in the Company's Quarterly Report Catskill quarterly report on Form 10-Q for the period ended September 30March 31, 2012 2000 as filed with the SEC under the Exchange ActSEC. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.7 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company Catskill and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.7 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.7 hereof will be prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) generally accepted accounting principles consistently applied during the periods involvedinvolved ("GAAP"), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyCatskill's Annual Report on Form 10-K for the fiscal year ended December 31September 30, 2011 1999 and all reports subsequently filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) since September 30, 1999 comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company Catskill has previously delivered or made available to Investors Xxxx true, correct and complete copies of such reports. The books and records of the Company Catskill and its Subsidiaries Catskill Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company (a) EFC has previously made available delivered to Investors MidConn Bank true, correct and complete copies of (ia) the audited consolidated balance sheets of the Company EFC and its Subsidiaries as of December 31, 2011 September 30 for the fiscal years 1995 and 2010 1996 and the related audited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 20101994 through 1996, inclusive, as reported in the CompanyEFC's Annual Report on Form 10-K for the fiscal year ended December 31September 30, 2011 1996 filed with the SEC under the Securities and Exchange of 1934, as amended, (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, LLPKPMG Peat Marwick LLP ("KPMG Peat Marwick"), independent registered public accounting firm accountants with respect to the Company; and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period ended September 30, 2012 and 2011, as reported on the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the SEC under the Exchange ActEFC. The financial statements referred to in this Section 3.12 4.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.9 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company EFC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.9 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto thereto, and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.9 hereof will be, prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyEFC's Annual Report on Form 10-K for the fiscal year ended December 31September 30, 2011 1996 and all reports subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company EFC has previously delivered or made available to Investors MidConn Bank true, correct and complete copies of such reports. The books and records of the Company EFC and its Subsidiaries Eagle Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrequirements and reflect only actual transactions.

Financial Statements; Exchange Act Filings; Books and Records. The Company (a) MidConn Bank has previously made available delivered to Investors EFC true, correct and complete copies of (ia) the audited consolidated balance sheets statements of the Company and its Subsidiaries condition of MidConn Bank as of December 31September 30 for the fiscal years 1994, 2011 1995, and 2010 1996 and the related audited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 20101993 through 1996, inclusive, as reported in the CompanyMidConn Bank's Annual Report on Form 10-K F-2 for the fiscal year ended December 31September 30, 2011 1996 filed with the SEC FDIC under the Securities and Exchange Act of 1934, as amended, amended (the “"Exchange Act”)") and the regulations of the FDIC thereunder, in each case accompanied by the audit report of Xxxx Xxxxx, LLPCoopers & Xxxxxxx L.L.P. (Coopers & Xxxxxxx"), independent registered public accounting firm accountants with respect to the Company; and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period ended September 30, 2012 and 2011, as reported on the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the SEC under the Exchange ActMidConn Bank. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.9 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated the financial condition of the Company and its Subsidiaries MidConn Bank for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.9 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC FDIC or SEC, if applicable with respect thereto thereto, and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.9 hereof will be, prepared in accordance with Generally Accepted Accounting Principles generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by the FDIC's Quarterly Report on Form 10-Q. The CompanyF-4. MidConn Bank's Annual Report on Form 10-K F-2 for the fiscal year ended December 31September 30, 2011 1996 and all reports subsequently filed reports under Sections 13(a), 13 (c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and MidConn Bank has included at Section 3.6(a) of the Company has previously delivered or made available to Investors MidConn Disclosure Schedule true, correct and complete copies of such reports. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company Big Sky has previously made available delivered to Investors Sterling true, correct and complete copies of (i) the audited consolidated balance sheets of the Company Big Sky and its Subsidiaries First Federal as of December 31, 2011 March 31 for the fiscal years 1996 and 2010 1997 and the related audited consolidated statements of income, changes in shareholdersstockholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 20101995 through 1997, inclusive, as reported in the CompanyBig Sky's Annual Report on Form 10-K KSB for the fiscal year ended December March 31, 2011 1997 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “"Exchange Act”"), in each case accompanied by the audit report of Xxxx XxxxxDeloitte & Touche, LLP, independent registered public accounting firm accountants with respect to the Company; Big Sky and (ii) the unaudited consolidated balance sheets of the Company Big Sky and its Subsidiaries First Federal as of September 30December 31, 2012 1997 and 1996 and the related unaudited consolidated statements of income, changes in shareholdersstockholders' equity and comprehensive income and cash flows for the three-month period interim periods ended September 30December 31, 2012 1997 and 20111996, as reported on the CompanyBig Sky's Quarterly Report on Form 10-Q QSB for the period ended September 30December 31, 2012 1997 filed with the SEC under the Exchange Act. Big Sky will deliver as soon as is reasonably practicable, a draft of the consolidated balance sheet of Big Sky and First Federal as of March 31, 1998 and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year ended March 31, 1998, in the form Big Sky expects to file under the Exchange Act in connection with its Form 10-KSB for the fiscal year ended March 31, 1998. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicableapplicable but excluding the draft statements referred to herein) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited and draft statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company Big Sky and its Subsidiaries First Federal for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.8 hereof will be prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyQSB or, in the case of draft statements, subject to revisions that in the aggregate will not be material. Big Sky's Annual Report on Form 10-K KSB for the fiscal year ended December March 31, 2011 1997 and all reports subsequently filed under the Exchange Act (the “Company "Big Sky Exchange Act Reports”") comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company Big Sky has previously delivered or made available to Investors Sterling true, correct and complete copies of such reports. The books and records of the Company Big Sky and its Subsidiaries First Federal have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company Webster has previously made available delivered to Investors DS Bancor true, correct and complete copies of (ia) the audited consolidated balance sheets of the Company Webster and its Subsidiaries as of December 31, 2011 31 for the fiscal years 1994 and 2010 1995 and the related audited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 20101993 through 1995, inclusive, as reported in the Company's Xxxxxxx'x Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1995 filed with the SEC under the Securities and Exchange of 1934, as amended, (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, KPMG Peat Marwick LLP, independent registered public accounting firm accountants with respect to the Company; Xxxxxxx, and (iib) the unaudited consolidated balance sheets sheet of the Company Xxxxxxx and its Subsidiaries as of September June 30, 2012 1996 and the related comparative unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-three month period periods then ended September June 30, 2012 1996 and 2011, as reported on the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the SEC under the Exchange Act1995. The financial statements referred to in this Section 3.12 4.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.9 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company Xxxxxxx and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.9 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto thereto; and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.9 hereof will be, prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's X. Xxxxxxx'x Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1995 and all reports subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company Webster has previously delivered or made available to Investors DS Bancor true, correct and complete copies of such reports. The books and records of the Company Webster and its Subsidiaries First Federal have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrequirements and reflect only actual transactions.

Financial Statements; Exchange Act Filings; Books and Records. The Company Catskill has previously made available delivered to Investors Troy true, correct and complete copies of (i) the audited consolidated balance sheets statemexxx of the Company condition of Catskill and its Subsidiaries as of December 31, 2011 September 30 for the fiscal years 1998 and 2010 1999 and the related audited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 20101997 through 1999, inclusive, as reported in the CompanyCatskill's Annual Report on Form 10-K for the fiscal year ended December 31September 30, 2011 1999 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “"Exchange Act”"), in each case accompanied by the audit report of Xxxx Xxxxx, KPMG LLP, independent registered public accounting firm accountants with respect to Catskill, and the Company; and (ii) the unaudited consolidated balance sheets interim financial statements of the Company and its Subsidiaries Catskill as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period six months ended September 30March 31, 2012 2000 and 20111999, as reported on included in the Company's Quarterly Report Catskill quarterly report on Form 10-Q for the period ended September 30March 31, 2012 2000 as filed with the SEC under the Exchange ActSEC. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.7 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company Catskill and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.7 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.7 hereof will be prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) generally accepted accounting principles consistently applied during the periods involvedinvolved ("GAAP"), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyCatskill's Annual Report on Form 10-K for the fiscal year ended December 31September 30, 2011 1999 and all reports subsequently filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) since September 30, 1999 comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company Catskill has previously delivered or made available to Investors Troy true, correct and complete copies of such reports. The books anx xxcords of Catskill and records of the Company and its Subsidiaries Catskill Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Exchange Act Filings; Books and Records. The Company SKAN has previously made available delivered to Investors BSB Bancorp true, correct and complete copies of (i) the audited consolidated balance sheets of the Company SKAN and its Subsidiaries as of December 31, 2011 31 for the fiscal years 1996 and 2010 1997 and the related audited consolidated statements of incomeearnings, changes in shareholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 20101995 through 1997, inclusive, as reported in the CompanySKAN's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1997 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “"Exchange Act”"), in each case accompanied by the audit report of Xxxx Xxxxx, KPMG LLP, independent registered public accounting firm with respect to auditors, and the Company; and (ii) the unaudited consolidated balance sheets interim financial statements of the Company and its Subsidiaries SKAN as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period nine months ended September 30, 2012 1997 and 20111998, as reported on included in the Company's Quarterly Report SKAN quarterly report on Form 10-Q for the period ended September 30, 2012 1998 as filed with the SEC under the Exchange ActSEC. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company SKAN and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.8 hereof will be prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) generally accepted accounting principles consistently applied during the periods involvedinvolved ("GAAP"), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and all reports subsequently filed under the Exchange Act (the “Company Exchange Act Reports”) comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company has previously delivered or made available to Investors true, correct and complete copies of such reports. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.permitted

Financial Statements; Exchange Act Filings; Books and Records. The Company North Valley has previously made available to Investors Sterling true, correct and complete copies of (i) the audited consolidated balance sheets of the Company North Valley and its Subsidiaries as of December 31, 2011 2006 and 2010 2005 and the related audited consolidated statements of income, changes in shareholders' ’ equity and comprehensive income and cash flows for the fiscal years 20112006, 2005 and 20102004, inclusive, as reported in the Company's North Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2006 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, Pxxxx-Xxxxx LLP, independent registered public accounting firm with respect to North Valley. North Valley will deliver as soon as is reasonably practicable, a draft of the Company; and (ii) the unaudited consolidated balance sheets sheet of the Company North Valley and its Subsidiaries as of September 30March 31, 2012 2007 and the related unaudited consolidated statements of income, changes in shareholders' ’ equity and comprehensive income and cash flows for the three-month period ended September 30March 31, 2012 and 20112007, as reported on in the Company's Quarterly Report on form North Valley expects to file under the Exchange Act in connection with its Form 10-Q for the period ended September 30March 31, 2012 filed with the SEC under the Exchange Act2007. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustments), the results of the consolidated operations and consolidated financial condition of the Company North Valley and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's North Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2006, and all reports subsequently filed under the Exchange Act (the “Company North Valley Exchange Act Reports”) comply (or, in the case of Company North Valley Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company North Valley has previously delivered or made available to Investors Sterling true, correct and complete copies of such reports. The books and records of the Company North Valley and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Neither North Valley nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement relating to any transaction or relationship between or among North Valley or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act and the Exchange Act).

Financial Statements; Exchange Act Filings; Books and Records. The Company Northern Empire has previously made available to Investors Sterling true, correct and complete copies of (i) the audited consolidated balance sheets of the Company Northern Empire and its Subsidiaries as of December 31, 2011 2005 and 2010 2004 and the related audited consolidated statements of income, changes in shareholders' ’ equity and comprehensive income and cash flows for the fiscal years 20112005, 2004 and 20102003, inclusive, as reported in the Company's Northern Empire’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2005 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “Exchange Act”), in each case accompanied by the audit report of Xxxx Xxxxx, Mxxx Axxxx LLP, independent registered public accounting firm with respect to the CompanyNorthern Empire; and (ii) the unaudited consolidated balance sheets of the Company Northern Empire and its Subsidiaries as of September June 30, 2012 2006 and the related unaudited consolidated statements of income, changes in shareholders' ’ equity and comprehensive income and cash flows for the threesix-month period ended September June 30, 2012 and 20112006, as reported on the Company's Northern Empire’s Quarterly Report on Form 10-Q for the period ended September June 30, 2012 2006 filed with the SEC under the Exchange Act. Northern Empire will deliver as soon as is reasonably practicable, a draft of the consolidated balance sheet of Northern Empire and its Subsidiaries as of September 30, 2006 and the related consolidated statements of income, shareholders’ equity and comprehensive income and cash flows for the period ended September 30, 2006, in the form Northern Empire expects to file under the Exchange Act in connection with its Form 10-Q for the period ended September 30, 2006. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustments), the results of the consolidated operations and consolidated financial condition of the Company Northern Empire and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The Company's Northern Empire’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2005, and all reports subsequently filed under the Exchange Act (the “Company Northern Empire Exchange Act Reports”) comply (or, in the case of Company Northern Empire Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company Northern Empire has previously delivered or made available to Investors Sterling true, correct and complete copies of such reportsthe reports filed prior to the date hereof. The books and records of the Company Northern Empire and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Neither Northern Empire nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement relating to any transaction or relationship between or among Northern Empire or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act.

Financial Statements; Exchange Act Filings; Books and Records. The Company Eagle has previously made available delivered to Investors Xxxxxxx true, correct cor- rect and complete copies of (i) the audited consolidated balance bal- ance sheets of the Company Eagle and its Subsidiaries as of December 31, 2011 September 30 for the fiscal years 1995 and 2010 1996 and the related audited consolidated con- solidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the fiscal years 2011, and 20101994 through 1996, inclusive, as reported in the CompanyEagle's Annual Report on Form 10-K for the fiscal year ended December 31September 30, 2011 1996 filed with the SEC under the Securities and Se- curities Exchange Act of 1934, as amended, amended (the “"Exchange Act”"), in each case accompanied by the audit report of Xxxx Xxxxx, KPMG Peat Mar- wick LLP, independent registered public accounting firm accountants with respect to the Company; and Eagle, (ii) in draft form, the unaudited consolidated balance sheets sheet of the Company Eagle and its Subsidiaries as of September 30, 2012 1997 and the related con- solidated statements of income, shareholders' equity and cash flows for the fiscal year ended September 30, 1997 in the form Eagle expects to file under the Exchange Act in connection with its Form 10-K for the fiscal year ended September 30, 1997 and (iii) the unaudited consolidated balance sheets of Eagle and its Subsidiaries as of June 30, 1997 and 1996 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income eq- uity and cash flows for the three-month period interim periods ended September June 30, 2012 1997 and 20111996, as reported on the CompanyEagle's Quarterly Report on Form 10-Q for the period ended September June 30, 2012 1997 filed with the SEC under the Exchange Act. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited and draft statements, to normal recurring audit adjustmentsadjust- ments normal in nature and amount), the results of the consolidated xxxxxxx- dated operations and consolidated financial condition of the Company Eagle and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.8 hereof will be prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyQ or, in the case of draft statements, subject to revisions that in the aggregate will not be material. Eagle's Annual Report on Form 10-K for the fiscal year ended December 31September 30, 2011 1996 and all reports subsequently filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange "Eagle Ex- change Act Reports”") comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company Eagle has previously delivered or made available to Investors Xxxxxxx true, correct and complete copies of such reports. The books and records of the Company Eagle and its Subsidiaries Eagle Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrequire- ments.

Financial Statements; Exchange Act Filings; Books and Records. The Company MECH has previously made available delivered to Investors Xxxxxxx true, correct and complete copies of (i) the audited consolidated balance sheets statements of the Company position of MECH and its Subsidiaries as of December 3131 for the fiscal years 1996, 2011 1997 and 2010 1998 and the related audited consolidated statements of incomeearnings, changes in shareholders' equity and comprehensive income and cash flows for the fiscal years 20111996, 1997 and 20101998, inclusive, as reported in the CompanyMECH's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1998 filed with the SEC under the Securities and Exchange Act of 1934, as amended, amended (the “"Exchange Act”"), in each case accompanied by the audit report of Xxxx XxxxxMECH's independent public accountants, LLP, independent registered public accounting firm with respect to and the Company; and (ii) the unaudited consolidated balance sheets interim financial statements of the Company and its Subsidiaries MECH as of September 30, 2012 and the related unaudited consolidated statements of income, changes in shareholders' equity and comprehensive income and cash flows for the three-month period nine months ended September 30, 2012 and 20111999, as reported on included in the Company's Quarterly Report quarterly report on Form 10-Q for the period ended September 30, 2012 1999 as filed with the SEC under the Exchange ActSEC. The financial statements referred to in this Section 3.12 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustmentsadjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of the Company MECH and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply comply, and the financial statements referred to in all material respects Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been been, and the financial statements referred to in Section 6.8 hereof will be prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) generally accepted accounting principles consistently applied during the periods involvedinvolved ("GAAP"), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The CompanyMECH's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 1998 and all reports subsequently filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Company Exchange Act Reports”) since January 1, 1998 comply (or, in the case of Company Exchange Act Reports required to be filed subsequent to the date hereof, will comply) in all material respects with the appropriate requirements for such reports under the Exchange Act, and the Company MECH has previously delivered or made available to Investors Xxxxxxx true, correct and complete copies of such reports. The books and records of the Company MECH and each of its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.