Common use of Financial Statements; Filings Clause in Contracts

Financial Statements; Filings. (a) The financial statements of Company and its Subsidiaries as of and for the years ended December 31, 2003, December 31, 2004, and December 31, 2005, and for each subsequent calendar quarter (or other reporting period) or year of Company (the “Financial Statements of Company”) have been or will be prepared in accordance with generally accepted accounting principles, consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Company, and its Subsidiaries, have been, are being, and will be maintained in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Company (including the related notes, where applicable) fairly present or will fairly present in all material respects the financial position of Company and its Subsidiaries, as applicable, as of the respective dates thereof and fairly present or will fairly present in all material respects the results of operations of Company and its Subsidiaries, as applicable, for the respective periods therein set forth, subject to normal year end audit adjustments in the case of quarterly unaudited statements. (b) Company has delivered or made available to Parent all reports and filings made or required to be made by Company or any of its Subsidiaries with the Regulatory Authorities, and will from time to time hereafter furnish, 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. (c) Except as set forth in Disclosure Schedule 3.3(c), since December 31, 2005, neither Company nor any of its Subsidiaries has incurred any obligation or liability (contingent or otherwise), except obligations and liabilities (i) which are accrued or reserved against in the Financial Statements of Company, or reflected in the notes thereto, or (ii) which were incurred after December 31, 2005, in the ordinary course of business consistent with past practices. Since December 31, 2005, neither Company nor any of its Subsidiaries has incurred or paid any obligation or liability which would be material to the Condition of Company, except as may have been incurred or paid in the ordinary course of business, consistent with past practices. (d) Company has made available to Parent true and complete copies of the Annual Convention Statement on NAIC Form 9 for the years ended December 31, 2005, 2004 and 2003 of each of the Company Insurance Subsidiaries as filed with the applicable insurance regulatory authorities, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, the “Company Statutory Financial Statements”). The Company Statutory Financial Statements fairly present in all material respects, in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority applied on a consistent basis, the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the results of operations of such Subsidiaries for the respective periods then ended. The Company Statutory Financial Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted with respect to any Company Statutory Financial Statements by the applicable insurance regulatory body or any other governmental agency or body. The annual statutory balance sheets and income statements included in the Company Statutory Financial Statements have been audited by KPMG LLP, and Company has delivered or made available to Parent true and complete copies of all audit opinions related thereto. (e) Disclosure Schedule 3.3(e) sets forth a description of Company’s method or methods for providing title insurance loss reserves on the Financial Statements of Company and on the Company Statutory Financial Statements.

Financial Statements; Filings. (a) The financial statements of Company and its Subsidiaries Albemarle First as of and for the years ended December 31, 20032002, December 31, 20042003, and December 31, 20052004, and for each subsequent calendar quarter (or other reporting period) or year of Company Albemarle First (the “Financial Statements of CompanyAlbemarle First”) and the Call Reports of Albemarle First as of and for each of the three (3) fiscal years ended immediately prior to this Agreement and for the periods after the end of the most recent fiscal year (the “Call Reports of Albemarle First”), have been or will be prepared in all material respects in accordance with generally accepted accounting principles or regulatory accounting principles, whichever is applicable, which principles have been or will be consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Company, and its Subsidiaries, Albemarle First 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 Company Albemarle First and each of the Call Reports of Albemarle First (including the related notes, where applicable) fairly present or will fairly present in all material respects the financial position of Company and its SubsidiariesAlbemarle First, as applicable, as of the respective dates thereof and fairly present or will fairly present in all material respects the results of operations of Company and its SubsidiariesAlbemarle First, as applicable, for the respective periods therein set forth, subject to normal year end audit adjustments in amounts consistent with past experience in the case of quarterly unaudited statements. (b) Company Albemarle First has delivered or made available to Parent Premier all reports and filings made or required to be made by Company or any of its Subsidiaries Albemarle First with the Regulatory Authorities, and will from time to time hereafter furnish, 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. (c) Except as set forth in Disclosure Schedule 3.3(c), since December 31September 30, 2005, neither Company nor any of its Subsidiaries Albemarle First has not incurred any obligation or liability (contingent or otherwise), except obligations and liabilities (i) which are accrued or reserved against in the Financial Statements of CompanyAlbemarle First or the Call Reports of Albemarle First, or reflected in the notes thereto, or (ii) which were incurred after December 31September 30, 2005, in the ordinary course of business consistent with past practices. Since December 31September 30, 2005, neither Company nor any of its Subsidiaries Albemarle First has not incurred or paid any obligation or liability which would be material to the Condition of CompanyAlbemarle First, except as may have been incurred or paid in the ordinary course of business, consistent with past practices. (d) Company has made available to Parent true and complete copies of the Annual Convention Statement on NAIC Form 9 for the years ended December 31, 2005, 2004 and 2003 of each of the Company Insurance Subsidiaries as filed with the applicable insurance regulatory authorities, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, the “Company Statutory Financial Statements”). The Company Statutory Financial Statements fairly present in all material respects, in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority applied on a consistent basis, the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the results of operations of such Subsidiaries for the respective periods then ended. The Company Statutory Financial Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted with respect to any Company Statutory Financial Statements by the applicable insurance regulatory body or any other governmental agency or body. The annual statutory balance sheets and income statements included in the Company Statutory Financial Statements have been audited by KPMG LLP, and Company has delivered or made available to Parent true and complete copies of all audit opinions related thereto. (e) Disclosure Schedule 3.3(e) sets forth a description of Company’s method or methods for providing title insurance loss reserves on the Financial Statements of Company and on the Company Statutory Financial Statements.

Financial Statements; Filings. (a) The financial statements of Company has made available to the Buyer each report and its Subsidiaries as of and for statement filed by the years ended December 31, 2003, December 31, 2004, and December 31, 2005, and for each subsequent calendar quarter (or other reporting period) or year of Company with any Governmental Entity (the “Financial Statements Company Reports”), which are all the forms, reports and documents required to be filed by the Company with any Governmental Entity, and such Company Reports are true, correct and complete. As of Company”their respective dates, the Company Reports (i) have been or will be were prepared in accordance with generally accepted accounting principles, consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Company, and its Subsidiaries, have been, are being, and will be maintained in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements of Company (including the related notes, where applicable) fairly present or will fairly present complied in all material respects with the financial position of Company and its Subsidiaries, as applicable, as requirements of the respective dates thereof and fairly present or will fairly present in all material respects the results of operations of Company and its Subsidiaries, as applicable, for the respective periods therein set forth, subject to normal year end audit adjustments in the case of quarterly unaudited statements. (b) Company has delivered or made available to Parent all reports and filings made or required to be made by Company or any of its Subsidiaries with the Regulatory Authoritiesapplicable Governmental Entity, and will from the rules and regulations of such Governmental Entities applicable to such Company Reports, and (ii) did not at the time to time hereafter furnish, upon they were filed (and if amended or superseded by a filing or furnishing the same prior to the Regulatory Authorities, all such reports and filings made after date of this Agreement then on the date hereof with the Regulatory Authorities. As of the respective dates of such reports filing and filings, all such reports and filings did not and shall not as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, the Company makes no representation or warranty whatsoever concerning the Company Reports as of any time other than the time they were filed. (cb) Except The Company has provided to the Buyer a correct and complete copy of the audited financial statements (including, in each case, any related notes thereto) of the Company and each Subsidiary for the fiscal years ended September 30, 2004 and 2003, complied as set forth to form in Disclosure Schedule 3.3(c)all material respects with the published rules and regulations of any applicable Governmental Entity, since December 31, 2005, neither Company nor any prepared in accordance with the generally accepted accounting principles of its Subsidiaries has incurred any obligation or liability the United States (contingent or otherwise), "U.S. GAAP") applied on a consistent basis throughout the periods involved (except obligations and liabilities (i) which are accrued or reserved against in the Financial Statements of Company, or reflected as may be indicated in the notes thereto), or audited by a certifying accountant registered with the Public Company Accounting Oversight Board (ii) which were incurred after December 31“PCAOB”), 2005, and each fairly presents in all material respects the ordinary course of business consistent with past practices. Since December 31, 2005, neither Company nor any of its Subsidiaries has incurred or paid any obligation or liability which would be material to the Condition of Company, except as may have been incurred or paid in the ordinary course of business, consistent with past practices. (d) Company has made available to Parent true and complete copies of the Annual Convention Statement on NAIC Form 9 for the years ended December 31, 2005, 2004 and 2003 of each financial position of the Company Insurance and Subsidiaries as filed with the applicable insurance regulatory authorities, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, the “Company Statutory Financial Statements”). The Company Statutory Financial Statements fairly present in all material respects, in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority applied on a consistent basis, the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the results of its operations of such Subsidiaries and cash flows for the respective periods then ended. indicated. (c) The Company Statutory Financial Statements shall provide to the Buyer prior to the Closing, a correct and complete copy of the audited consolidated financial statements (including all related notes thereto) of the Company for the fiscal year ended September 30, 2005, complied as to form in all material respects with all applicable laws, the published rules and regulations when filedof any applicable Governmental Entity, prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and no fairly presenting in all material deficiency respects the financial position of the Company and Subsidiaries at the date thereof and the results of its operations and cash flows for the periods indicated. (d) The Company has previously furnished to the Buyer a complete and correct copy of any amendments or modifications, which have not yet been asserted filed with the applicable Governmental Entities but which are required to be filed with respect to any Company Statutory Financial Statements the Company, to agreements, documents or other instruments which previously had been filed by the Company with the applicable insurance regulatory body or any other governmental agency or bodyGovernmental Entities pursuant to applicable rules and regulations. The annual statutory balance sheets books of account and income statements included in other financial records of the Company Statutory Financial Statements have been audited by KPMG LLP, and Company has delivered or made available to Parent true and complete copies of all audit opinions related theretomaintained in accordance with good business practice. (e) Disclosure Schedule 3.3(eOn December 27, 2005, the Company filed Form 15-12G (“Form 15”) sets forth a description to withdraw the registration of its common stock under the Exchange Act, the Form 15 was true, accurate and complete, and the Company did not receive any notice or comment from the SEC with respect thereto. Accordingly, none of the Company’s method or methods for providing title insurance loss reserves on securities are currently registered under Section 12(g) of the Financial Statements of Company and on the Company Statutory Financial StatementsExchange Act.

Financial Statements; Filings. (a) The Each of the consolidated financial statements of Company and its Subsidiaries Buyer as of and for the years ended December 31, 2003, December 31, 2004, 2011 and December 31, 20052010 as included in Buyer’s Annual Report on Form 10-K for the year ended December 31, 2011 and the unaudited consolidated financial statements for each subsequent calendar the nine months ended September 30, 2012 as included in Buyer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (or other reporting period) or year of Company (such financial statements, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Statements of CompanyBuyer”), and each of the Call Reports or, as applicable, TFRs of Buyer Bank as of and for each of the years ended December 31, 2011 and December 31, 2010 and for the period ended September 30, 2012 (such Call Reports and TFRs, unless otherwise indicated, being hereinafter referred to collectively as the “Financial Regulatory Reports of Buyer Bank”), (including the related notes, where applicable) have been or will be prepared in all material respects in accordance with generally accepted GAAP or regulatory accounting principles, whichever is applicable, which principles have been consistently applied by Buyer during the periods involved, except as otherwise noted therein, and the books and records of Company, Buyer and its Subsidiaries, Buyer 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 Company Buyer and each of the Financial Regulatory Reports of Buyer Bank (including the related notes, where applicable) fairly present or will fairly present in all material respects presents the financial position of Company and its SubsidiariesBuyer or Buyer Bank, as applicable, as of the respective dates thereof and fairly present or will fairly present in all material respects presents the results of operations of Company and its SubsidiariesBuyer or Buyer Bank, as applicable, for the respective periods therein set forth, subject to normal year end audit adjustments in the case of quarterly unaudited statements. (b) Company has delivered or made available to Parent all reports and filings made or required to be made by Company or any of its Subsidiaries with the Regulatory Authorities, and will from time to time hereafter furnish, 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. (c) Except as set forth in Disclosure Schedule 3.3(c), since Since December 31, 20052011, neither Company Buyer nor any of its Subsidiaries 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 Buyer except obligations and liabilities (i) which are accrued or reserved against in the Financial Statements of CompanyBuyer or the Financial Regulatory Reports of Buyer Bank, or reflected in the notes thereto, or (ii) which were incurred after December 31, 2005, in the ordinary course of business consistent with past practices. Since December 31, 20052011, neither Company Buyer nor any of its Subsidiaries subsidiaries has incurred or paid any obligation or liability which would be material to the Condition of CompanyBuyer, except as may have been incurred or paid in the ordinary course of business, consistent with past practices. (d) Company has made available to Parent true and complete copies of the Annual Convention Statement on NAIC Form 9 for the years ended December 31, 2005, 2004 and 2003 of each of the Company Insurance Subsidiaries as filed with the applicable insurance regulatory authorities, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, the “Company Statutory Financial Statements”). The Company Statutory Financial Statements fairly present in all material respects, in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority applied on a consistent basis, the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the results of operations of such Subsidiaries for the respective periods then ended. The Company Statutory Financial Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted with respect to any Company Statutory Financial Statements by the applicable insurance regulatory body or any other governmental agency or body. The annual statutory balance sheets and income statements included in the Company Statutory Financial Statements have been audited by KPMG LLP, and Company has delivered or made available to Parent true and complete copies of all audit opinions related thereto. (e) Disclosure Schedule 3.3(e) sets forth a description of Company’s method or methods for providing title insurance loss reserves on the Financial Statements of Company and on the Company Statutory Financial Statements.