Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone and its Subsidiaries included (or incorporated by reference) in Limestone’s SEC filings (including the related notes, where applicable) (A) have been prepared from, and are in accordance with, the books and records of Limestone and its Subsidiaries, (B) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Limestone and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (C) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (D) have been prepared in accordance with GAAP, consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. As of the date hereof, the books and records of Limestone and its Subsidiaries have been maintained in all material respects in accordance with generally accepted accounting principles and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Xxxxx LLP has not resigned (or informed Xxxxxxxxx that it intends to resign) or been dismissed as independent public accountants of Limestone as a result of or in connection with any disagreements with Limestone on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
Financial Statements; Material Adverse Effect; Internal Controls. (i) CNNB has delivered or will deliver to LCNB (A) audited consolidated financial statements for each of the fiscal years ended December 31, 2022, 2021 and 2020, respectively, consisting of consolidated balance sheets and the related consolidated statements of income, comprehensive income and shareholders’ equity and cash flows for the fiscal years ended on such dates, including the footnotes thereto and the reports prepared with respect thereto by FORVIS, LLP, CNNB’s independent registered public accounting firm; (B) unaudited consolidated financial statements for the three-month interim period ended March 31, 2023 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income; and (C) unaudited consolidated monthly financial statements for April 30, 2023 and each subsequent month thereafter, consisting of balance sheets and the related statements of income (collectively, the “CNNB Financial Statements”). The CNNB Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with GAAP, consistently applied throughout the periods indicated, and fairly present the financial position of CNNB and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim financial statements to normal year-end adjustments and the absence of notes thereto. As of the date hereof, the books and records of CNNB and its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, FORVIS, LLP has not resigned (or informed CNNB that it intends to resign) or been dismissed as the independent public accountants of CNNB as a result of or in connection with any disagreements with CNNB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
Financial Statements; Material Adverse Effect; Internal Controls. (i) CNC has delivered or will deliver to NB&T (a) audited consolidated financial statements for each of the fiscal years ended December 31, 2008, 2007, 2006, 2005, and 2004, respectively, consisting of consolidated balance sheets and the related consolidated statements of income and shareholders’ equity and cash flows for the fiscal years ended on such date, including the footnotes thereto and the reports prepared with respect thereto by Xxxxxx & Xxxxx, PLLC, or BKD, LLP, CNC’s independent registered public accounting firms, and (b) unaudited consolidated financial statements for the interim period ended March 31, 2009, consisting of balance sheets and the related statements of income (collectively, “CNC’s Financial Statements”). CNC’s Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods indicated, and fairly present the financial position of CNC as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim financial statements to normal year-end adjustments and the absence of notes thereto. Except as set forth in CNC’s Financial Statements, CNC and its Subsidiaries have no liabilities or obligations as of the date hereof, other than liabilities and obligations that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on CNC or CNC Bank.
Financial Statements; Material Adverse Effect; Internal Controls. (i) CFB has delivered or will deliver to LCNB (A) audited consolidated financial statements for each of the fiscal years ended December 31, 2016, 2015 and 2014, respectively, consisting of consolidated balance sheets and the related consolidated statements of income and shareholders’ equity and cash flows for the fiscal years ended on such dates, including the footnotes thereto and the reports prepared with respect thereto by Xxxxx Xxxxxxx LLP, CFB’s independent registered public accounting firm; (B) unaudited consolidated financial statements for the interim period ended September 30, 2017 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income; and (C) unaudited monthly financial statements for each subsequent month thereafter, consisting of balance sheets and the related statements of income (collectively, “CFB’s Financial Statements”). CFB’s Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with GAAP, consistently applied throughout the periods indicated, and fairly present the financial position of CFB as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim and monthly financial statements to normal year‑end adjustments and the absence of notes thereto. Except as set forth in CFB’s Financial Statements, CFB and Columbus First Bank have no material liabilities or obligations as of the date of such Financial Statements.
Financial Statements; Material Adverse Effect; Internal Controls. (i) Indian Village has delivered or will deliver to CSB (a) audited consolidated financial statements for each of the fiscal years ended June 30, 2003, 2004, 2005, 2006 and 2007, respectively, consisting of consolidated balance sheets and the related consolidated statements of income and shareholders’ equity and cash flows for the fiscal years ended on such date, including the footnotes thereto and the report prepared with respect thereto by Xxxxx Xxxxxx and Company LLC, Indian Village’s independent registered public accounting firm, and (b) unaudited consolidated financial statements for the interim period ended March 31, 2008, consisting of balance sheets and the related statements of income (collectively, “Indian Village’s Financial Statements”). Indian Village’s Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods indicated, and fairly present the financial position of Indian Village as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim financial statements to normal year-end adjustments and the absence of notes thereto. Except as set forth in Indian Village’s Financial Statements or as Previously Disclosed in Indian Village’s Disclosure Schedule, Indian Village and its Subsidiaries have no liabilities or obligations as of the date hereof, other than liabilities and obligations that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on Indian Village or Indian Village Bank.
Financial Statements; Material Adverse Effect; Internal Controls. (i) Ohio Heritage has delivered or will deliver to Peoples (a) audited consolidated financial statements for each of the fiscal years ended December 31, 2013, 2012, 2011, 2010 and 2009, respectively, consisting of consolidated balance sheets and the related consolidated statements of income and shareholders’ equity and cash flows for the fiscal years ended on such date, including the footnotes thereto and the reports prepared with respect thereto by BKD, LLP, Ohio Heritage’s independent registered public accounting firm, (b) unaudited consolidated financial statements for the interim period ended March 31, 2014 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income, and (c) unaudited monthly financial statements for March 31, 2013 and each subsequent month thereafter, consisting of balance sheets and the related statements of income (collectively, “Ohio Heritage’s Financial Statements”). Ohio Heritage’s Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods indicated, and fairly present in all material respects the financial position of Ohio Heritage as of the dates thereof and the results of operations and cash flows for the periods indicated, except as indicated in Ohio Heritage’s Financial Statements or in the notes thereto and subject in the case of the interim financial statements to normal year‑end adjustments and the absence of notes thereto. Except as set forth in Ohio Heritage’s Financial Statements, Ohio Heritage and its Subsidiaries have no liabilities or obligations as of the date hereof of a nature required to be disclosed in a balance sheet prepared under generally accepted accounting principles, other than those arising in the ordinary course of business after December 31, 2013.
