Common use of Financial Statements; Filings Clause in Contracts

Financial Statements; Filings. (a) Each of the consolidated financial statements of Xxxxxxx as of and for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and the unaudited consolidated financial statements for the nine months ended September 30, 2010 (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of Xxxxxxx”), and each of the Call Reports of Xxxxx as of and for each of the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and for the period ended September 30, 2010 (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of Xxxxx”), (including the related notes, where applicable) have been prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx and Xxxxx have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx and each of the Financial Regulatory Reports of Xxxxx (including the related notes, where applicable) fairly presents the financial position of Xxxxxxx or Xxxxx, as applicable, as of the respective dates thereof and fairly presents the results of operations of Xxxxxxx or Xxxxx, as applicable, for the respective periods therein set forth. (b) Since September 30, 2010, neither Xxxxxxx nor any of its subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx except obligations and liabilities which are accrued or reserved against in the Financial Statements of Xxxxxxx or the Financial Regulatory Reports of Xxxxx, or reflected in the notes thereto. Since September 30, 2010, neither Xxxxxxx nor any of its subsidiaries has incurred or paid any obligation or liability which would be material to Xxxxxxx, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Each Community has previously delivered to Sun copies of the audited consolidated financial statements of Xxxxxxx Community as of and for the years ended December 31, 20092002, December 31, 2008 2001 and December 31, 2007 2000 and the unaudited consolidated financial statements for the nine months quarters ended March 31, 2003, June 30, 2003 and September 30, 2010 2003 and Community shall deliver to Sun, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of Community, the additional consolidated financial statements of Community as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “"Financial Statements of Xxxxxxx”Community"), and each . (b) Community has previously delivered to Sun copies of the Call Reports call reports of Xxxxx Community Bank as of and for each of the years ended December 31, 20092003, December 31, 2008 2002 and December 31, 2007 2001 and call reports for the period quarters ended March 31, 2003, June 30, 2003 and September 30, 2010 2003 and Community Bank and Community shall deliver to Sun, as soon as practicable following the preparation of additional call reports for each subsequent calendar quarter (or other reporting period) or year, the call reports of Community Bank as of and for such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “"Financial Regulatory Reports of Xxxxx”Community Bank"), . (c) Each of the Financial Statements of Community and each of the Financial Regulatory Reports of Community Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP generally accepted accounting principles or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx Community and Xxxxx Community Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx Community and each of the Financial Regulatory Reports of Xxxxx Community Bank (including the related notes, where applicable) fairly presents present or will fairly present the financial position of Xxxxxxx or XxxxxCommunity on a consolidated basis, as applicable, and the financial position of Community Bank (as the case may be) as of the respective dates thereof and fairly presents present or will fairly present the results of operations of Xxxxxxx or XxxxxCommunity on a consolidated basis, as applicable, and the results of operations of Community Bank (as the case may be) for the respective periods therein set forth. (bd) Since September 30To the extent not prohibited by law, 2010Community has heretofore delivered or made available, neither Xxxxxxx nor or caused to be delivered or made available, to Sun all reports and filings made or required to be made by Community, Community Bank or any of its their respective subsidiaries with the Regulatory Authorities, and will from time to time hereafter furnish, or cause Community Bank to furnish to Sun, upon filing or furnishing the same to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities. As of the respective dates of such reports and filings, all such reports and filings did not and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) Except as set forth in Schedule 3.3(e), since December 31, 2002, none of Community, Community Bank or any of their respective subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx the Condition of Community on a consolidated basis, except obligations and liabilities (i) which are accrued or reserved against in the Financial Statements of Xxxxxxx Community or the Financial Regulatory Reports of XxxxxCommunity Bank, or reflected in the notes thereto, or (ii) which were incurred after December 31, 2002, in the ordinary course of business consistent with past practices. Since September 30December 31, 20102002, neither Xxxxxxx Community nor any of its subsidiaries has Community Bank have incurred or paid any obligation or liability which would be material to Xxxxxxxthe Condition of Community on a consolidated basis, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Each North Penn has previously delivered to Xxxxxxx copies of the audited consolidated financial statements of Xxxxxxx North Penn as of and for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and the unaudited consolidated financial statements for the nine months ended September 30, 2010 2010, and North Penn shall deliver to Xxxxxxx, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of North Penn, the additional financial statements of North Penn as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of XxxxxxxNorth Penn”), and each . (b) North Penn Bank has previously delivered to Xxxxxxx copies of the Call Consolidated Reports of Xxxxx Condition and Income (“Call Reports”) of North Penn Bank as of and for each of the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and for the period ended September 30, 2010 2010, and North Penn Bank shall deliver to Xxxxxxx, as soon as practicable following the preparation of additional Call Reports for each subsequent calendar quarter (or other reporting period) or year, the Call Reports of North Penn Bank as of and for such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of XxxxxNorth Penn Bank”), . (c) Each of the Financial Statements of North Penn and each of the Financial Regulatory Reports of North Penn Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx North Penn during the periods involved, except as otherwise noted therein, and and, except as set forth in Schedule 3.3(c), the books and records of Xxxxxxx North Penn and Xxxxx North Penn Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx North Penn and each of the Financial Regulatory Reports of Xxxxx North Penn Bank (including the related notes, where applicable) fairly presents or will fairly present the financial position of Xxxxxxx North Penn or XxxxxNorth Penn Bank, as applicable, as of the respective dates thereof and fairly presents or will fairly present the results of operations of Xxxxxxx North Penn or XxxxxNorth Penn Bank, as applicable, for the respective periods therein set forth. (bd) To the extent not prohibited by law, North Penn has heretofore delivered or made available, or caused to be delivered or made available, to Xxxxxxx all material reports and filings made or required to be made by North Penn or North Penn Bank with the Regulatory Authorities, and will from time to time hereafter furnish to Xxxxxxx, upon filing or furnishing the same to the Regulatory Authorities, all such material reports and filings made after the date hereof with the Regulatory Authorities. Each such report (including the financial statements, exhibits and schedules thereto) complied in all material respects with the applicable statutes, rules, regulations and orders enforced by the Regulatory Authority with which they were filed. (e) Since September 30December 31, 20102009, neither Xxxxxxx North Penn nor any of its subsidiaries the North Penn Subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx North Penn except obligations and liabilities which are accrued or reserved against in the Financial Statements of Xxxxxxx North Penn or the Financial Regulatory Reports of XxxxxNorth Penn Bank, or reflected in the notes thereto. Since September 30December 31, 20102009, neither Xxxxxxx North Penn nor any of its subsidiaries the North Penn Subsidiaries has incurred or paid any obligation or liability which would be material to XxxxxxxNorth Penn, except as may have been incurred or paid in the ordinary course of business, consistent with past practicespractices or as disclosed in the Financial Statements of North Penn or the Financial Regulatory Reports of North Penn Bank.

Financial Statements; Filings. (a) Each Central Jersey has previously delivered to Kearny copies of the audited consolidated financial statements of Xxxxxxx Central Jersey as of and for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and the unaudited consolidated financial statements for the nine months quarter ended September 30March 31, 2010 2010, and Central Jersey shall deliver to Kearny, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of Central Jersey, the additional financial statements of Central Jersey as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of XxxxxxxCentral Jersey”), and each . (b) Central Jersey Bank has previously delivered to Kearny copies of the Call Consolidated Reports of Xxxxx Condition and Income (“Call Reports”) of Central Jersey Bank as of and for each of the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and for the period quarter ended September 30March 31, 2010 2010, and Central Jersey Bank shall deliver to Kearny, as soon as practicable following the preparation of additional Call Reports for each subsequent calendar quarter (or other reporting period) or year, the Call Reports of Central Jersey Bank as of and for such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of XxxxxCentral Jersey Bank”), . (c) Each of the Financial Statements of Central Jersey and each of the Financial Regulatory Reports of Central Jersey Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx Central Jersey during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx Central Jersey and Xxxxx Central Jersey Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx Central Jersey and each of the Financial Regulatory Reports of Xxxxx Central Jersey Bank (including the related notes, where applicable) fairly presents or will fairly present the financial position of Xxxxxxx Central Jersey or XxxxxCentral Jersey Bank, as applicable, as of the respective dates thereof and fairly presents or will fairly present the results of operations of Xxxxxxx Central Jersey or XxxxxCentral Jersey Bank, as applicable, for the respective periods therein set forth. (bd) Since September 30To the extent not prohibited by law, 2010Central Jersey has heretofore delivered or made available, or caused to be delivered or made available, to Kearny all material reports and filings made or required to be made by Central Jersey or Central Jersey Bank with the Regulatory Authorities, and will from time to time hereafter furnish to Kearny, upon filing or furnishing the same to the Regulatory Authorities, all such material reports and filings made after the date hereof with the Regulatory Authorities. As of the respective dates of such reports and filings, all such reports and filings did not and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) Except as set forth in Schedule 3.3(e), since December 31, 2009, neither Xxxxxxx Central Jersey nor any of its subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx Central Jersey except obligations and liabilities which are accrued or reserved against in the Financial Statements of Xxxxxxx Central Jersey or the Financial Regulatory Reports of XxxxxCentral Jersey Bank, or reflected in the notes thereto. Since September 30December 31, 20102009, neither Xxxxxxx Central Jersey nor any of its subsidiaries has incurred or paid any obligation or liability which would be material to XxxxxxxCentral Jersey, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Each Sterling has previously delivered to Roma copies of the consolidated audited financial statements of Xxxxxxx Sterling as of and for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and the unaudited consolidated financial statements for the nine months quarters ended March 31, 2009, June 30, 2009 and September 30, 2010 2009, and Sterling shall deliver to Roma, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter or year of Sterling, the additional financial statements of Sterling as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of XxxxxxxSterling”), and each . (b) Sterling Bank has previously delivered to Roma copies of the Call its Consolidated Reports of Xxxxx Condition and Income (“Call Reports”) as of and for each of the years ended December 31, 2009, December 31, 2008 and December 31, 2007 2007, and Sterling Bank shall deliver to Roma, as soon as practicable following the preparation of additional Call Reports for each subsequent calendar quarter or year, its Call Reports as of and for the period ended September 30, 2010 such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of XxxxxSterling Bank”). (c) Except as set forth on Sterling Schedule 3.3, each of the Financial Statements of Sterling and each of the Financial Regulatory Reports of Sterling Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx Sterling and Xxxxx Sterling Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each Except as set forth on Sterling Schedule 3.3, each of the Financial Statements of Xxxxxxx Sterling and each of the Financial Regulatory Reports of Xxxxx Sterling Bank (including the related notes, where applicable) fairly presents present or will fairly present the financial position of Xxxxxxx Sterling or XxxxxSterling Bank, as applicable, as of the respective dates thereof and fairly presents present or will fairly present the results of operations of Xxxxxxx Sterling or XxxxxSterling Bank, as applicable, for the respective periods therein set forth. (bd) Sterling has heretofore delivered or made available, or caused to be delivered or made available, to Roma all reports and filings made or required to be made by Sterling or Sterling Bank with the Regulatory Authorities since January 1, 2007, and will from time to time hereafter furnish to Roma, simultaneously with the filing of the same with the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities, including all reports and filings made under the Written Agreement dated as of July 28, 2009 by and among Sterling, Sterling Bank, the Board of Governors of the Federal Reserve System (the “FRB”) and the New Jersey Department of Banking and Insurance (the “NJDOBI”). Except as set forth on Sterling Schedule 3.3, as of the respective dates of such reports and filings, all such reports and filings did not and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) Since September 30December 31, 20102008, neither Xxxxxxx nor none of Sterling, Sterling Bank or any of its subsidiaries Sterling Subsidiary has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx Sterling on a consolidated basis except obligations and liabilities which that are accrued or reserved against in (i) the Financial Statements of Xxxxxxx or the Financial Regulatory Reports of XxxxxSterling, or reflected in the notes thereto, as such Financial Statements of Sterling have been amended, restated or superseded by an amendment to a Form 10-Q or 10-K of Sterling prior to the date of this Agreement or (ii) the Financial Regulatory Reports of Sterling Bank, or reflected in the notes thereto, as such Financial Regulatory Reports of Sterling Bank have been amended, restated or superseded by an amended Call Report of Sterling Bank prior to the date of this Agreement. Since September 30December 31, 20102008, neither Xxxxxxx nor none of Sterling, Sterling Bank or any of its subsidiaries Sterling Subsidiary has incurred or paid any obligation or liability which that would be material to XxxxxxxSterling and its subsidiaries on a consolidated basis, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Each UpState has previously delivered to Xxxxxxx copies of the audited consolidated financial statements of Xxxxxxx UpState as of and for the years ended December 31, 20092018, December 31, 2008 2017 and December 31, 2007 2016 and the unaudited consolidated financial statements for the nine months ended September 30, 2010 2019, and UpState shall deliver to Xxxxxxx, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of UpState, the additional financial statements of UpState as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of XxxxxxxUpState”), and each . (b) USNY Bank has previously delivered to Xxxxxxx copies of the Call Consolidated Reports of Xxxxx Condition and Income (“Call Reports”) of USNY Bank as of and for each of the years ended December 31, 20092018, December 31, 2008 2017 and December 31, 2007 2016 and USNY Bank shall deliver to Xxxxxxx, as soon as practicable following the preparation of additional Call Reports for the period ended September 30, 2010 each subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of XxxxxUSNY Bank”), . (c) Each of the Financial Statements of UpState and each of the Financial Regulatory Reports of USNY Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx UpState during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx UpState and Xxxxx USNY Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx UpState and each of the Financial Regulatory Reports of Xxxxx USNY Bank (including the related notes, where applicable) fairly presents or will fairly present the financial position of Xxxxxxx UpState or XxxxxUSNY Bank, as applicable, as of the respective dates thereof and fairly presents or will fairly present the results of operations of Xxxxxxx UpState or XxxxxUSNY Bank, as applicable, for the respective periods therein set forth. (bd) UpState has heretofore delivered or made available, or caused to be delivered or made available, to Xxxxxxx all reports and filings made or required to be made by UpState or USNY Bank with the Regulatory Authorities, and will from time to time hereafter furnish to Xxxxxxx, upon filing or furnishing the same to the Regulatory Authorities, all such material reports and filings made after the date hereof with the Regulatory Authorities. Each such report (including the financial statements, exhibits and schedules thereto) complied in all material respects with the applicable statutes, rules, regulations and orders enforced by the Regulatory Authority with which they were filed. (e) Since September 30December 31, 20102016, neither Xxxxxxx UpState nor any of its subsidiaries the UpState Subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx UpState except obligations and liabilities which are accrued or reserved against in the Financial Statements of Xxxxxxx UpState or the Financial Regulatory Reports of XxxxxUSNY Bank, or reflected in the notes thereto. Since September 30December 31, 20102016, neither Xxxxxxx UpState nor any of its subsidiaries the UpState Subsidiaries has incurred or paid any obligation or liability which would be material to XxxxxxxUpState, except as may have been incurred or paid in the ordinary course of business, consistent with past practicespractices or as disclosed in the Financial Statements of UpState or the Financial Regulatory Reports of USNY Bank.

Financial Statements; Filings. (a) Each The Bank has previously delivered to SouthTrust copies of the consolidated financial statements of Xxxxxxx the Bank as of and for each of the three (3) fiscal years of the Bank ended December 31, 2009, December 31, 2008 and December 31, 2007 immediately prior to the date of this Agreement and the unaudited consolidated financial statements of the Bank as of and for each of the fiscal periods of the Bank ended after the close of the most recently completed fiscal year of the Bank and prior to the date of this Agreement, and the Bank shall deliver to SouthTrust, as soon as practicable following the preparation of additional financial statements for each subsequent fiscal period or year of the nine months ended September 30Bank, 2010 the financial statements of the Bank as of and for such subsequent fiscal period or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “"Financial Statements of Xxxxxxx”the Bank"), and each . (b) The Bank has previously delivered to SouthTrust copies of the Call Reports of Xxxxx the Bank as of and for each of the three (3) fiscal years of the Bank ended December 31, 2009, December 31, 2008 immediately prior to the date of this Agreement and December 31, 2007 the Call Reports of the Bank as of and for each of the fiscal periods of the Bank ended after the close of the most recently completed fiscal year of the Bank and prior to the date of this Agreement, and the Bank shall deliver to SouthTrust, as soon as practicable following the preparation of additional Call Reports for each subsequent fiscal period ended September 30or year of the Bank, 2010 the Call Reports of the Bank as of and for each such subsequent period or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory "Call Reports of Xxxxx”the Bank"). (c) Each of the Financial Statements of the Bank, and each of the Call Reports of the Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP generally accepted accounting principles or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx and Xxxxx the Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx the Bank and each of the Financial Regulatory Call Reports of Xxxxx the Bank (including the related notes, where applicable) fairly presents present or will fairly present the financial position of Xxxxxxx or Xxxxx, as applicable, the Bank as of the respective dates thereof and fairly presents present or will fairly present the results of operations of Xxxxxxx or Xxxxx, as applicable, the Bank for the respective periods therein set forth. (bd) To the extent not prohibited by law, the Bank has heretofore delivered or made available, or caused to be delivered or made available, to SouthTrust all reports and filings made or required to be made by the Bank with the Regulatory Authorities, and will from time to time hereafter furnish to SouthTrust, upon filing or furnishing the same to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities. At the respective dates of such reports and filings, all such reports and filings did not and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) Since September 30December 31, 20101997, neither Xxxxxxx nor any of its subsidiaries the Bank has not incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx the Bank, except obligations and liabilities (i) which are accrued or reserved against in the Financial Statements of Xxxxxxx or the Financial Regulatory Reports Bank as of Xxxxx, and for the aforementioned date or reflected in the notes thereto, or (ii) which were incurred after such date in the ordinary course of business, consistent with past practices. Since September 30December 31, 20101997, neither Xxxxxxx nor any of its subsidiaries the Bank has not incurred or paid any obligation or liability which would be material to Xxxxxxxhave a Material Adverse Effect on the Bank, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Each Advantage has previously delivered to Sun copies of the consolidated audited financial statements of Xxxxxxx Advantage as of and for the years ended December 31, 20092004, December 31, 2008 2003 and December 31, 2007 2002 and the unaudited consolidated financial statements for the nine months quarters ended September March 31, 2005 and June 30, 2010 2005, and Advantage shall deliver to Sun, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of Advantage, the additional financial statements of Advantage as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “"Financial Statements of Xxxxxxx”Advantage"), and each . (b) Advantage has previously delivered to Sun copies of the Call Reports call reports of Xxxxx Advantage as of and for each of the years ended December 31, 20092004, December 31, 2008 2003 and December 31, 2007 2002 and call reports for the quarters ended March 31, 2005 and June 30, 2005, and Advantage shall deliver to Sun, as soon as practicable following the preparation of additional call reports for each subsequent calendar quarter (or other reporting period) or year, the call reports of Advantage as of and for the period ended September 30, 2010 such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “"Financial Regulatory Reports of Xxxxx”Advantage"), . (c) Each of the Financial Statements of Advantage and each of the Financial Regulatory Reports of Advantage (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP generally accepted accounting principles or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx and Xxxxx Advantage have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx Advantage and each of the Financial Regulatory Reports of Xxxxx Advantage (including the related notes, where applicable) fairly presents present or will fairly present the financial position of Xxxxxxx or XxxxxAdvantage, as applicable, as of the respective dates thereof and fairly presents present or will fairly present the results of operations of Xxxxxxx or XxxxxAdvantage, as applicable, for the respective periods therein set forth. (bd) Since September 30To the extent not prohibited by law, 2010Advantage has heretofore delivered or made available, neither Xxxxxxx nor or caused to be delivered or made available, to Sun all reports and filings made or required to be made by Advantage with the Regulatory Authorities, and will from time to time hereafter furnish to Sun, upon filing or furnishing the same to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities. As of the respective dates of such reports and filings, all such reports and filings did not and shall not contain any untrue statement of its subsidiaries a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) Except as set forth in Schedule 3.3(e), since December 31, 2004, Advantage has not incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx except obligations and liabilities which are accrued or reserved against in the Financial Statements of Xxxxxxx or the Financial Regulatory Reports of Xxxxx, or reflected in the notes thereto. Since September 30, 2010, neither Xxxxxxx nor any of its subsidiaries has incurred or paid any obligation or liability which would be material to Xxxxxxx, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.prospects, operations, earnings, assets or financial condition (collectively, the

Financial Statements; Filings. (a) Each The Company has previously delivered or made available to Parent a true, correct and complete copy of the audited consolidated financial statements balance sheets of Xxxxxxx the Company and its Subsidiaries as of and for the years ended December 31, 20092022, December 31, 2008 2021, and December 31, 2007 2020, and the related audited consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for each of the years then ended, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors, and the unaudited consolidated financial balance sheet of the Company and its Subsidiaries as of September 30, 2023, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Company and its Subsidiaries for the nine months ended September 30, 2010 2023 together with all related notes and schedules thereto, and the Company shall deliver to Parent, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter or year of the Company, the additional financial statements of the Company as of and for such subsequent calendar quarter (or other reporting period) or year (all such financial statementsstatements referred to in this paragraph (a), unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of Xxxxxxxthe Company”). (b) The Company has previously delivered or made available to Parent copies of the Company Bank’s Consolidated Reports of Condition and Income (“Call Reports”) as of and for September 30, 2023, June 30, 2023, Mach 31, 2023 and each of the Call Reports of Xxxxx as of and for each of quarters in the years ended December 31, 2009, December 31, 2008 2022 and December 31, 2007 2021, and the Company shall deliver to Parent, as soon as practicable following the preparation of additional Call Reports for each subsequent calendar quarter or year, the Company Bank’s Call Reports as of and for the period ended September 30, 2010 such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of XxxxxReports”). (c) Except as set forth on Company Disclosure Schedule 3.3(b), each of the Financial Statements and each of the Financial Regulatory Reports (including the related notes, where applicable) (i) were prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, and (ii) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx and Xxxxx the Company have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each Except as set forth on Company Disclosure Schedule 3.3, and giving effect to the Scheduled Transaction, each of the Financial Statements of Xxxxxxx and each of the Financial Regulatory Reports of Xxxxx (including the related notes, where applicable) fairly presents present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Xxxxxxx the Company and its Subsidiaries in the case of the Financial Statements, and of the Company Bank and its Subsidiaries in the case of the Financial Regulatory Reports, for the respective fiscal periods and as of the respective dates therein set forth (subject in the case of the unaudited financial statements to year-end audit adjustments normal in nature and amount). RSM US LLP, the Company’s independent auditor, has not resigned (or Xxxxxinformed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (d) The Company has heretofore delivered or made available, or caused to be delivered or made available, to Parent all reports and filings made or required to be made by the Company or the Company Bank with the Regulatory Authorities since January 1, 2020, and will from time to time hereafter furnish to Parent, simultaneously with the filing of the same with the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities, except in each case to the extent the Company is prohibited from providing such information to Parent by law or regulation of the applicable Regulatory Authority. Except as applicableset forth on Company Disclosure Schedule 3.3(d), as of the respective dates thereof of such reports and fairly presents filings, all such reports and filings did not and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the results statements therein, in light of the circumstances under which they were made, not misleading. The Company and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2020 with any Governmental Entity, and have paid in full all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Except as set forth in Company Disclosure Schedule 3.3(d), (i) other than normal examinations and inspections in the ordinary course, no Governmental Entity has initiated or has pending any proceeding or, to the knowledge of the Company, investigation into the business or operations of Xxxxxxx the Company or Xxxxxany of its Subsidiaries since January 1, 2020, except where such proceedings or investigation would not reasonably be expected to be, either individually or in the aggregate, material to the Company and its Subsidiaries, taken as applicablea whole, for (ii) there is no unresolved violation, criticism or exception by any Governmental Entity of the respective periods therein set forthCompany or any of its Subsidiaries that would reasonably be expected to be, either individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and (iii) there has been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries since January 1, 2020, in each case, which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (be) Since September 30December 31, 20102022, neither Xxxxxxx nor none of the Company or any of its subsidiaries Company Subsidiary has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx the Company on a consolidated basis except obligations and liabilities which that are accrued or reserved against in the Financial Statements of Xxxxxxx or the Financial Regulatory Reports of XxxxxCompany, or reflected in the notes thereto. Since September 30December 31, 20102022, neither Xxxxxxx nor none of the Company or any of its subsidiaries Company Subsidiary has incurred or paid any obligation or liability which that would be material to Xxxxxxxthe Company and its Subsidiaries on a consolidated basis, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Each SE Corp has previously delivered to Beneficial copies of the audited consolidated financial statements of Xxxxxxx SE Corp as of and for the years ended December October 31, 20092010, December October 31, 2009 and October 31, 2008 and December 31, 2007 and the unaudited consolidated financial statements for the nine months quarters ended September January 31, 2011, April 30, 2010 2011, and July 31, 2011, and SE Corp shall deliver to Beneficial, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of SE Corp, the additional financial statements of SE Corp as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of XxxxxxxSE Corp”), and each . (b) SE Bank has previously delivered to Beneficial copies of the Call Thrift Financial Reports (“TFRs”) of Xxxxx SE Bank as of and for each of the years ended December 31, 20092010, December 31, 2009 and December 31, 2008 and December for the quarters ended March 31, 2007 2011, June 30, 2011, and for the period ended September 30, 2010 2011, and SE Bank shall deliver to Beneficial, as soon as practicable following the preparation of additional TFRs (or successor reporting form to the TFR) for each subsequent calendar quarter (or other reporting period) or year, the TFRs of SE Bank as of and for such subsequent calendar quarter (or other reporting period) or year (such Call ReportsTFRs, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of XxxxxSE Bank”), . (c) Each of the Financial Statements of SE Corp and each of the Financial Regulatory Reports of SE Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx SE Corp during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx SE Corp, SE Bank and Xxxxx all SE Corp subsidiaries have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx SE Corp and each of the Financial Regulatory Reports of Xxxxx SE Bank (including the related notes, where applicable) fairly presents or will fairly present the financial position of Xxxxxxx SE Corp or XxxxxSE Bank, as applicable, as of the respective dates thereof and fairly presents or will fairly present the results of operations of Xxxxxxx SE Corp or XxxxxSE Bank, as applicable, for the respective periods therein set forth. (bd) Since September 30To the extent not prohibited by law, SE Corp has heretofore delivered or made available, or caused to be delivered or made available, to Beneficial all material reports and filings made or required to be made by SE Corp or SE Bank with the Regulatory Authorities, and will from time to time hereafter furnish to Beneficial, upon filing or furnishing the same to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities. As of the respective dates of such reports and filings, all such reports and filings did not and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) Except as set forth in Schedule 3.3(e), since October 31, 2010, neither Xxxxxxx SE Corp nor any of its subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx SE Corp except obligations and liabilities which are accrued or reserved against in the Financial Statements of Xxxxxxx SE Corp or the Financial Regulatory Reports of XxxxxSE Bank, or reflected in the notes thereto. Since September 30October 31, 2010, neither Xxxxxxx SE Corp nor any of its subsidiaries has incurred or paid any obligation or liability which would be material to XxxxxxxSE Corp, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Each Delaware has previously delivered to Xxxxxxx copies of the audited consolidated financial statements of Xxxxxxx Delaware as of and for the years ended December 31, 20092014, December 31, 2008 2013 and December 31, 2007 2012 and the unaudited consolidated financial statements for the nine months ended September 30, 2010 2015, and Delaware shall deliver to Xxxxxxx, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of Delaware, the additional financial statements of Delaware as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of XxxxxxxDelaware”), and each . (b) NBDC Bank has previously delivered to Xxxxxxx copies of the Call Consolidated Reports of Xxxxx Condition and Income (“Call Reports”) of NBDC Bank as of and for each of the years ended December 31, 20092015, December 31, 2008 2014 and December 31, 2007 2013 and NBDC Bank shall deliver to Xxxxxxx, as soon as practicable following the preparation of additional Call Reports for the period ended September 30, 2010 each subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of XxxxxNBDC Bank”), . (c) Each of the Financial Statements of Delaware and each of the Financial Regulatory Reports of NBDC Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx Delaware during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx Delaware and Xxxxx NBDC Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx Delaware and each of the Financial Regulatory Reports of Xxxxx NBDC Bank (including the related notes, where applicable) fairly presents or will fairly present the financial position of Xxxxxxx Delaware or XxxxxNBDC Bank, as applicable, as of the respective dates thereof and fairly presents or will fairly present the results of operations of Xxxxxxx Delaware or XxxxxNBDC Bank, as applicable, for the respective periods therein set forth. (bd) To the extent not prohibited by law, Delaware has heretofore delivered or made available, or caused to be delivered or made available, to Xxxxxxx all reports and filings made or required to be made by Delaware or NBDC Bank with the Regulatory Authorities, and will from time to time hereafter furnish to Xxxxxxx, upon filing or furnishing the same to the Regulatory Authorities, all such material reports and filings made after the date hereof with the Regulatory Authorities. Each such report (including the financial statements, exhibits and schedules thereto) complied in all material respects with the applicable statutes, rules, regulations and orders enforced by the Regulatory Authority with which they were filed. (e) Since September 30December 31, 20102014, neither Xxxxxxx Delaware nor any of its subsidiaries the Delaware Subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx Delaware except obligations and liabilities which are accrued or reserved against in the Financial Statements of Xxxxxxx Delaware or the Financial Regulatory Reports of XxxxxNBDC Bank, or reflected in the notes thereto. Since September 30December 31, 20102014, neither Xxxxxxx Delaware nor any of its subsidiaries the Delaware Subsidiaries has incurred or paid any obligation or liability which would be material to XxxxxxxDelaware, except as may have been incurred or paid in the ordinary course of business, consistent with past practicespractices or as disclosed in the Financial Statements of Delaware or the Financial Regulatory Reports of NBDC Bank.

Financial Statements; Filings. (a) Each Monticello has previously delivered to CapitalSouth copies of the consolidated financial statements of Xxxxxxx Monticello as of and for the years ended December 31, 20092006, December 31, 2008 2005 and December 31, 2007 2004, and Monticello shall deliver to CapitalSouth, as soon as practicable following the unaudited preparation of additional financial statements (i) for each subsequent calendar quarter (or other reporting period) or year of Monticello and (ii) the additional consolidated financial statements of Monticello as of and for the nine months ended September 30, 2010 such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of XxxxxxxMonticello”), and each . (b) Monticello Bank has previously delivered to CapitalSouth copies of the Call Reports financial statements of Xxxxx Monticello Bank as of and for each of the years ended December 31, 20092006, December 31, 2008 2005 and December 31, 2007 2004, and Monticello Bank shall deliver to CapitalSouth, as soon as practicable following the preparation of additional financial statements (i) for each subsequent calendar quarter (or other reporting period) or year of Monticello Bank and (ii) the financial statements of Monticello Bank as of and for the period ended September 30, 2010 such subsequent calendar quarter (or other reporting period) or year (such Call Reportsfinancial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of Monticello Bank”). (c) Monticello has previously delivered to CapitalSouth copies of the thrift financial reports of Monticello Bank as of and for each of the calendar quarters for 2006 (except December 31), 2005 and 2004 ended and Monticello Bank and Monticello shall deliver to CapitalSouth, as soon as practicable following the preparation of additional thrift financial reports for each subsequent calendar quarter (or other reporting period) or year, the thrift financial reports of Monticello Bank as of and for such subsequent calendar quarter (or other reporting period) or year (such thrift financial reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of XxxxxMonticello Bank”). (d) Each of the Financial Statements of Monticello, each of the Financial Statements of Monticello Bank, and each of the Financial Regulatory Reports of Monticello Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx Monticello and Xxxxx Monticello Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx Monticello, each of the Financial Statements of Monticello Bank, and each of the Financial Regulatory Reports of Xxxxx Monticello Bank (including the related notes, where applicable) fairly presents present or will fairly present the financial position of Xxxxxxx or XxxxxMonticello on a consolidated basis, as applicable, and the financial position of Monticello Bank (as the case may be) as of the respective dates thereof and fairly presents present or will fairly present the results of operations of Xxxxxxx or XxxxxMonticello on a consolidated basis, as applicable, and the results of operations of Monticello Bank (as the case may be) for the respective periods therein set forth. (be) To the extent not prohibited by law, Monticello has heretofore delivered or made available, or caused to be delivered or made available, to CapitalSouth all reports and filings made or required to be made by Monticello, Monticello Bank or any of their respective subsidiaries with the Regulatory Authorities, and will from time to time hereafter furnish, or cause Monticello Bank to furnish to CapitalSouth, upon filing or furnishing the same to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities. As of the respective dates of such reports and filings, all such reports and filings did not and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) Since September 30December 31, 20102006, neither Xxxxxxx nor none of Monticello, Monticello Bank or any of its their respective subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx the Condition of Monticello on a consolidated basis, except obligations and liabilities (i) which are accrued or reserved against in the Financial Statements of Xxxxxxx Monticello, the Financial Statements of Monticello Bank or the Financial Regulatory Reports of XxxxxMonticello Bank, or reflected in the notes thereto, or (ii) which were incurred after December 31, 2006, in the ordinary course of business consistent with past practices. Since September 30December 31, 20102006, neither Xxxxxxx Monticello nor any of its subsidiaries Monticello Bank has incurred or paid any obligation or liability which would be material to Xxxxxxxthe Condition of Monticello on a consolidated basis, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Each Xxxx has previously delivered or made available to TBOP a true, correct and complete copy of the audited consolidated balance sheets of Noah and its Subsidiaries as of December 31, 2021 and December 31, 2020, and the related audited consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows of Noah and its Subsidiaries for each of the years then ended, together with all related notes and schedules thereto, accompanied by the report thereon of Noah’s independent auditors, and the unaudited consolidated balance sheet of Noah and its Subsidiaries as of June 30, 2022, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows of Noah and its Subsidiaries for the six months ended June 30, 2022, and Xxxx shall deliver to TBOP, as soon as practicable following the preparation of additional financial statements for each subsequent calendar quarter or year of Noah, the additional financial statements of Xxxxxxx Xxxx as of and for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and the unaudited consolidated such subsequent calendar quarter (or other reporting period) or year (all such financial statements for the nine months ended September 30, 2010 referred to in this paragraph (such financial statementsa), unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of XxxxxxxNoah”). (b) Xxxx has previously delivered or made available to TBOP copies of its Consolidated Reports of Condition and Income (“Call Reports”) as of and for June 30, 2022, Mach 31, 2022 and each of the Call Reports of Xxxxx as of and for each of quarters in the years ended December 31, 2009, December 31, 2008 2021 and December 31, 2007 2020, and Xxxx shall deliver to TBOP, as soon as practicable following the preparation of additional Call Reports for each subsequent calendar quarter or year, its Call Reports as of and for the period ended September 30, 2010 such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of XxxxxNoah”). (c) Except as set forth on Noah Disclosure Schedule 3.3, each of the Financial Statements and each of the Financial Regulatory Reports of Noah (including the related notes, where applicable) (i) were prepared from, and are in accordance with, the books and records of Noah and its Subsidiaries, and (ii) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and subject, in the case of unaudited consolidated financial statements, to normal year-end adjustments, and the books and records of Xxxxxxx and Xxxxx Xxxx have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each Except as set forth on Noah Disclosure Schedule 3.3, each of the Financial Statements of Xxxxxxx and each of the Financial Regulatory Reports of Xxxxx Noah (including the related notes, where applicable) fairly presents present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Xxxxxxx Noah and its Subsidiaries for the respective fiscal periods and as of the respective dates therein set forth (subject in the case of the unaudited financial statements to year-end audit adjustments normal in nature and amount). (d) Xxxx has heretofore delivered or Xxxxxmade available, or caused to be delivered or made available, to TBOP all reports and filings made or required to be made by Xxxx with the Regulatory Authorities since January 1, 2019, and will from time to time hereafter furnish to TBOP, substantially simultaneously with the filing of the same with the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities, except to the extent Noah is prohibited from providing such information to TBOP by law or regulation of the FDIC or the Pennsylvania Department of Banking and Securities (“PADOBS”). Except as applicableset forth on Xxxx Disclosure Schedule 3.3, as of the respective dates thereof of such reports and fairly presents the results of operations of Xxxxxxx or Xxxxxfilings, as applicableall such reports and filings were true, for the respective periods therein set forthcorrect and complete in all material respects. (be) Since September 30December 31, 20102021, neither Xxxxxxx nor any of its subsidiaries Xxxx has not incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx Noah on a consolidated basis except obligations and liabilities which that are accrued or reserved against in the Financial Statements of Xxxxxxx or the Financial Regulatory Reports of XxxxxXxxx, or reflected in the notes thereto. Since September 30December 31, 20102021, neither Xxxxxxx nor any of its subsidiaries Xxxx has not incurred or paid any obligation or liability which that would be material to XxxxxxxXxxx, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Each Xxxxx has previously delivered to USB copies of the consolidated financial statements of Xxxxxxx Xxxxx as of and for the years ended December 1992, 1993 and 1994 and the financial statements of Xxxxx as of and for the periods ended March 31, 20091995, December 31June 30, 2008 1995, and December 31September 30, 2007 1995 and Xxxxx shall deliver to USB, as soon as practicable following the unaudited consolidated preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of Xxxxx, the nine months ended September 30, 2010 financial statements of Xxxxx as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “"Financial Statements of Xxxxxxx”Xxxxx"), and each . (b) Xxxxx has previously delivered to USB copies of the Call Reports of Xxxxx as of and for each of the years ended December 311992, 2009, December 31, 2008 1993 and December 31, 2007 1994 and the Call Reports of Xxxxx as of and for the period periods ended March 31, 1995, June 30, 1995, and September 30, 2010 1995 and Xxxxx shall deliver to USB, as soon as practicable following the preparation of additional Call Reports for each subsequent calendar quarter (or other reporting period) or year of Xxxxx, the Call Reports of Xxxxx as of and for each such subsequent calendar quarter (or other reporting period) or year (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory "Call Reports of Xxxxx”"), . (c) Each of the Financial Statements of Xxxxx and each of the Call Reports of Xxxxx (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP generally accepted accounting principles or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx and Xxxxx have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements consistent with past practices and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx Xxxxx and each of the Financial Regulatory Call Reports of Xxxxx (including the related notes, where applicable) fairly presents present or will fairly present the financial position of Xxxxxxx or Xxxxx, as applicable, Xxxxx as of the respective dates thereof and fairly presents present or will fairly present the results of operations of Xxxxxxx or Xxxxx, as applicable, Xxxxx for the respective periods therein set forth. (bd) Since September 30To the extent not prohibited by law, 2010Xxxxx has heretofore delivered or made available, neither Xxxxxxx nor or caused to be delivered or made available, to USB all reports and filings made or required to be made by Xxxxx, with the Regulatory Authorities, and will from time to time hereafter furnish to USB, upon filing or furnishing the same to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities. As of the respective dates of such reports and filings, all such reports and filings did not and shall not contain any untrue statement of its subsidiaries a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) Except as reflected on Disclosure Schedule 3.3(e) hereto, since December 31, 1994, Xxxxx has not incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on Xxxxxxx the Condition of Xxxxx except obligations and liabilities (i) which are accrued or reserved against in the Financial Statements of Xxxxxxx Xxxxx or the Financial Regulatory Call Reports of Xxxxx, or reflected in the notes thereto. Since September 30, 2010(ii) which were incurred after December 31, neither Xxxxxxx nor any of its subsidiaries has incurred or paid any obligation or liability which would be material to Xxxxxxx1994, except as may have been incurred or paid in the ordinary course of business, business consistent with past practices, or (iii) contemplated by this Agreement or incurred with the written consent of USB.

Financial Statements; Filings. (a) Each CENIT has previously delivered to SouthTrust copies of the consolidated financial statements of Xxxxxxx CENIT, CENIT Bank and their respective subsidiaries (prepared on a consolidated basis) as of and for the years ended December 31, 20091998, December 31, 2008 1999, and December 31, 2007 and the unaudited 2000. CENIT shall deliver to SouthTrust additional consolidated financial statements for the nine months period ended September 30March 31, 2010 (2001, and as of and for each subsequent calendar quarter or year of CENIT contemporaneously with the filing of such additional financial statements, unless otherwise indicated, being statements with the applicable Regulatory Authorities. The previously delivered financial statements and the additional consolidated financial statements of CENIT as of and for such subsequent calendar quarter or year are hereinafter referred to collectively as the “"Financial Statements of Xxxxxxx”CENIT"). (b) CENIT Bank has previously delivered to SouthTrust copies of the Thrift Financial Reports of CENIT Bank as of and for the fiscal year ended immediately prior to this Agreement and the Thrift Financial Reports of CENIT Bank as of and for the periods after the end of the most recent fiscal year and prior to the date of this Agreement, and CENIT Bank shall deliver to SouthTrust, as soon as practicable following the preparation of additional Thrift Financial Reports for each subsequent fiscal quarter or year of CENIT Bank, the Call Thrift Financial Reports of Xxxxx CENIT Bank as of and for each of the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and for the period ended September 30, 2010 subsequent fiscal quarter (or other reporting period) or year (such Call Thrift Financial Reports, unless otherwise indicated, being hereinafter referred to collectively as the “"Thrift Financial Regulatory Reports of Xxxxx”CENIT Bank"), . (c) Each of the Financial Statements of CENIT and each of the Thrift Financial Reports of CENIT Bank (including the related notes, where applicable) have been prepared in all material respects in accordance with GAAP generally accepted accounting principles or regulatory accounting principles, whichever is applicable, which principles have been consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx CENIT and Xxxxx CENIT Bank have been, been and are being, and will be being maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx CENIT, and each of the Thrift Financial Regulatory Reports of Xxxxx CENIT Bank (including the related notes, where applicable) fairly presents present the financial position of Xxxxxxx or XxxxxCENIT on a consolidated basis, as applicable, and the financial position of CENIT Bank (as the case may be) as of the respective dates thereof and fairly presents present the results of operations of Xxxxxxx or XxxxxCENIT on a consolidated basis, as applicable, and the results of operations of CENIT Bank (as the case may be) for the respective periods therein set forth, subject to normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements. (bd) Since September 30To the extent not prohibited by law, 2010CENIT has heretofore delivered or made available, neither Xxxxxxx nor or caused to be delivered or made available, to SouthTrust all reports and filings made or required to be made by CENIT, CENIT Bank or any of its their respective subsidiaries with the Regulatory Authorities, and will from time to time hereafter furnish, or cause CENIT Bank to furnish to SouthTrust, promptly after filing or furnishing the same to the Regulatory Authorities, all such reports and filings made after the date hereof with the Regulatory Authorities. As of the respective dates of such reports and filings, all such reports and filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) Except as set forth in Disclosure Schedule 3.3(e), since December 31, 2000, none of CENIT, CENIT Bank or any of their respective subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx the Condition of CENIT on a consolidated basis, except obligations and liabilities (i) which are accrued or reserved against in the Financial Statements of Xxxxxxx CENIT or the Thrift Financial Regulatory Reports of XxxxxCENIT Bank, or reflected in the notes thereto, or (ii) which were incurred after March 31, 2001, in the ordinary course of business consistent with past practices. Since September 30March 31, 20102001, except as set forth in Disclosure Schedule 3.3(e), neither Xxxxxxx CENIT nor any of its subsidiaries has CENIT Bank have incurred or paid any obligation or liability which would be material to Xxxxxxxthe Condition of CENIT on a consolidated basis, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Each Farnsworth has previouslx xxxxxxxed to Sterling copies of the audited consolidated financial statements of Xxxxxxx Farnsworth as of and for the years ended December 31txx xxxxx xnded September 30, 20092005 and September 30, December 31, 2008 2004 and December 31, 2007 and the unaudited consolidated financial statements for the nine months quarter ended September 30March 31, 2010 2006, and Farnsworth shall deliver xx Xxxxxxng, as soon as practicable following the preparation of additional consolidated financial statements for each subsequent calendar quarter (or other reporting period) or year of Farnsworth, the additionxx xxxxxxxdated financial statements of Farnsworth as of and for sxxx xxxxxquent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “"Financial Statements of Xxxxxxx”Farnsworth"), and each . (b) Xxxx xx the Financial Statements of the Call Reports of Xxxxx as of and for each of the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and for the period ended September 30, 2010 (such Call Reports, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of Xxxxx”), Farnsworth (including the related thx xxxxxxx notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP or regulatory generally accepted accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx and Xxxxx Farnsworth have been, are beingxxxxx, and xxx will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx and each of the Financial Regulatory Reports of Xxxxx Farnsworth (including the related notesxxxxxxx xotes, where applicable) fairly presents present or will fairly present the financial position of Xxxxxxx or XxxxxFarnsworth on a consolidatxx xxxxx, as applicable, as of the respective dates thereof and fairly presents present or will fairly present the results of operations of Xxxxxxx or XxxxxFarnsworth on a consolidatxx xxxxx, as applicable, for the respective periods therein set forth. (bc) Since Except as set forth in Schedule 3.3(c), since September 30, 20102005, neither Xxxxxxx nor none of Farnsworth or any of its subsidiaries xxxxxxxxxies has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx except obligations Farnsworth and liabilities which are accrued or reserved against in the Financial Statements of Xxxxxxx or the Financial Regulatory Reports of Xxxxx, or reflected in the notes theretoits subsidixxxxx xxxxn as a whole. Since September 30, 20102005, neither Xxxxxxx nor any of its subsidiaries Farnsworth has incurred or paid not incurrex xx xxxx any obligation or liability which would be material to Xxxxxxxhave a Material Adverse Effect on Farnsworth and its subsidxxxxxx xxken as a whole, except as may have been incurred or paid in the ordinary course of business, consistent with past practices.

Financial Statements; Filings. (a) Each Seller has previously delivered to Buyer copies of the audited consolidated financial statements of Xxxxxxx Seller as of and for the years ended September 30, 2012 and September 30, 2011, including the accompanying notes and report thereon of Xxxxxxxxxx & Xxxxxxx, dated December 3119, 20092012, December 31as included in Seller’s Annual Report on Form 10-K for the year ended September 30, 2008 and December 31, 2007 2012 and the unaudited consolidated financial statements for the nine months ended September June 30, 2010 2012 as included in Seller’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, and Seller shall deliver to Buyer, as soon as reasonably practicable following the preparation of additional financial statements for each subsequent calendar quarter (or other reporting period) or year of Seller, the additional financial statements of Seller as of and for such subsequent calendar quarter (or other reporting period) or year (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of XxxxxxxSeller”), and each . (b) Seller Bank has previously delivered to Buyer copies of the Call Consolidated Reports of Xxxxx Condition and Income (“Call Reports”) and, as applicable, the Thrift Financial Reports (“TFRs”) of Seller Bank as of and for each of the years ended December 31September 30, 20092012, December 31September 30, 2008 2011 and December 31September 30, 2007 2010 and for the period ended September June 30, 2010 2012, and Seller Bank shall deliver to Buyer, as soon as reasonably practicable following the preparation of additional Call Reports for each subsequent calendar quarter (or other reporting period) or year, the Call Reports of Seller Bank as of and for such subsequent calendar quarter (or other reporting period) or year (such Call ReportsReports and TFRs, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of XxxxxSeller Bank”), . (c) Each of the Financial Statements of Seller and each of the Financial Regulatory Reports of Seller Bank (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with GAAP or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied by Xxxxxxx Seller and Seller Bank during the periods involved, except as otherwise noted therein, and the books and records of Xxxxxxx Seller and Xxxxx Seller Bank have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Xxxxxxx Seller and each of the Financial Regulatory Reports of Xxxxx Seller Bank (including the related notes, where applicable) fairly presents or will fairly present the financial position of Xxxxxxx Seller or XxxxxSeller Bank, as applicable, as of the respective dates thereof and fairly presents or will fairly present the results of operations of Xxxxxxx Seller or XxxxxSeller Bank, as applicable, for the respective periods therein set forth. (bd) To the extent permitted by law, Seller has heretofore delivered or made available, or caused to be delivered or made available, to Buyer all reports and filings made or required to be made by Seller or Seller Bank with the Regulatory Authorities, and will from time to time hereafter furnish to Buyer, upon filing or furnishing the same to the Regulatory Authorities, all such material reports and filings made after the date hereof with the Regulatory Authorities. Each such report (including the financial statements, exhibits and schedules thereto) complied in all material respects with the applicable statutes, rules, regulations and orders enforced by the Regulatory Authority with which they were filed. (e) Since September 30, 20102011, neither Xxxxxxx Seller nor any of its subsidiaries the Seller Subsidiaries has incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxxx Seller except obligations and liabilities which are accrued or reserved against in the Financial Statements of Xxxxxxx Seller or the Financial Regulatory Reports of XxxxxSeller Bank, or reflected in the notes thereto. Since Except as disclosed on Schedule 3.3(e) hereof, since September 30, 20102011, neither Xxxxxxx Seller nor any of its subsidiaries the Seller Subsidiaries has incurred or paid any obligation or liability which would be material to XxxxxxxSeller or Seller Bank, except as may have been incurred or paid in the ordinary course of business, consistent with past practicespractices or as disclosed in the Financial Statements of Seller or the Financial Regulatory Reports of Seller Bank.