Common use of Financial Statements; Material Adverse Effect; Internal Controls Clause in Contracts

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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Peoples Bancorp Inc), Agreement and Plan of Merger (Limestone Bancorp, Inc.), Agreement and Plan of Merger (Limestone Bancorp, Inc.)

AutoNDA by SimpleDocs

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone Peoples and its Subsidiaries included (or incorporated by reference) in Limestone’s Peoples’ SEC filings (including the related notes, where applicable) (A) have been prepared from, and are in accordance with, the books and records of Limestone Peoples 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 Peoples 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 GAAPgenerally accepted accounting principles, 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 Peoples 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 & Young LLP has not resigned (or informed Xxxxxxxxx Xxxxxxx that it intends to resign) or been dismissed as independent public accountants of Limestone Peoples as a result of or in connection with any disagreements with Limestone Peoples on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Peoples Bancorp Inc), Agreement and Plan of Merger (Limestone Bancorp, Inc.), Agreement and Plan of Merger (Limestone Bancorp, Inc.)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone NB&T Financial and its Subsidiaries included (or incorporated by reference) in LimestoneNB&T Financial’s SEC filings (including the related notes, where applicable) (Ai) have been prepared from, and are in accordance with, the books and records of Limestone NB&T Financial and its Subsidiaries, (Bii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Limestone NB&T Financial 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), (Ciii) 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 (Div) have been prepared in accordance with GAAP, consistently applied GAAP 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 NB&T Financial and its Subsidiaries have been maintained in all material respects in accordance with generally accepted accounting principles GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Xxxxx BKD, LLP has not resigned (or informed Xxxxxxxxx NB&T Financial that it intends to resign) or been dismissed as the independent registered public accountants accounting firm of Limestone NB&T Financial as a result of or in connection with any disagreements with Limestone NB&T Financial on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Peoples Bancorp Inc), Agreement and Plan of Merger (Nb&t Financial Group Inc)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone City and its Subsidiaries included (or incorporated by reference) in LimestoneCity’s SEC filings (including the related notes, where applicable) (Ai) have been prepared from, and are in accordance with, the books and records of Limestone City and its Subsidiaries, (Bii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Limestone City 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), (Ciii) 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 (Div) have been prepared in accordance with GAAP, consistently applied GAAP 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 City and its Subsidiaries have been maintained in all material respects in accordance with generally accepted accounting principles GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Xxxxx Ernst & Young, LLP has not resigned (or informed Xxxxxxxxx City that it intends to resign) or been dismissed as independent public accountants of Limestone City as a result of or in connection with any disagreements with Limestone City on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (City Holding Co), Agreement and Plan of Merger (Poage Bankshares, Inc.)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone Peoples and its Subsidiaries included (or incorporated by reference) in Limestone’s Peoples’ SEC filings (including the related notes, where applicable) (Ai) have been prepared from, and are in accordance with, the books and records of Limestone Peoples and its Subsidiaries, (Bii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Limestone Peoples 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), (Ciii) 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 (Div) have been prepared in accordance with GAAP, consistently applied GAAP 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 Peoples and its Subsidiaries have been maintained in all material respects in accordance with generally accepted accounting principles GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Xxxxx Ernst & Young LLP has not resigned (or informed Xxxxxxxxx Peoples that it intends to resign) or been dismissed as independent public accountants of Limestone Peoples as a result of or in connection with any disagreements with Limestone Peoples on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Peoples Bancorp Inc), Agreement and Plan of Merger (Nb&t Financial Group Inc)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone Civista and its Subsidiaries included (or incorporated by reference) in Limestone’s Civista SEC filings (including the related notes, where applicable) (A) have been prepared from, and are in accordance with, the books and records of Limestone Civista 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 Civista 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 GAAPgenerally accepted accounting principles, 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 Civista 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 BKD, LLP has not resigned (or informed Xxxxxxxxx Civista that it intends to resign) or been dismissed as independent public accountants of Limestone Civista as a result of or in connection with any disagreements with Limestone Civista on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Civista Bancshares, Inc.)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone Peoples and its Subsidiaries included (or incorporated by reference) in Limestone’s Peoples’ SEC filings (including the related notes, where applicable) (A) have been prepared from, and are in accordance with, the books and records of Limestone Peoples 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 Peoples 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 Table of Contents 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 Peoples and its Subsidiaries have been maintained in all material respects in accordance with generally accepted accounting principles GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Xxxxx Ernst & Young LLP has not resigned (or informed Xxxxxxxxx Peoples that it intends to resign) or been dismissed as independent public accountants of Limestone Peoples as a result of or in connection with any disagreements with Limestone Peoples on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Premier Financial Bancorp Inc)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone Peoples and its Subsidiaries included (or incorporated by reference) in Limestone’s Peoples’ SEC filings (including the related notes, where applicable) (A) have been prepared from, and are in accordance with, the books and records of Limestone Peoples 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 Peoples 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 44 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 Peoples and its Subsidiaries have been maintained in all material respects in accordance with generally accepted accounting principles GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Xxxxx Ernst & Young LLP has not resigned (or informed Xxxxxxxxx Peoples that it intends to resign) or been dismissed as independent public accountants of Limestone Peoples as a result of or in connection with any disagreements with Limestone Peoples on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Bancorp Inc)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone Peoples and its Subsidiaries included (or incorporated by reference) in Limestone’s Peoples’ SEC filings (including the related notes, where applicable) (A) have been prepared from, and are in accordance with, the books and records of Limestone Peoples 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 Peoples 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 GAAPgenerally accepted accounting principles, 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 Peoples 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 & Xxxxx LLP has not resigned (or informed Xxxxxxxxx Xxxxxxx that it intends to resign) or been dismissed as independent public accountants of Limestone Peoples as a result of or in connection with any disagreements with Limestone Peoples on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Limestone Bancorp, Inc.)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The consolidated financial statements of Limestone Xxxxx and its Subsidiaries included (or incorporated by reference) in Limestone’s Xxxxx’x SEC filings (including the related notes, where applicable) (Ai) have been prepared from, and are in accordance with, the books and records of Limestone Xxxxx and its Subsidiaries, (Bii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Limestone Xxxxx 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), (Ciii) 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 (Div) have been prepared in accordance with GAAPgenerally accepted accounting principles, 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 Xxxxx 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 Xxxxx that it intends to resign) or been dismissed as independent public accountants of Limestone Xxxxx as a result of or in connection with any disagreements with Limestone Xxxxx on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (City Holding Co)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone Premier Financial and its Subsidiaries included (or incorporated by reference) in LimestonePremier Financial’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 Premier Financial 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 Premier Financial 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 Premier Financial and its Subsidiaries have been maintained in all material respects in accordance with generally accepted accounting principles GAAP 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 Premier Financial that it intends to resign) or been dismissed as independent public accountants of Limestone Premier Financial as a result of or in connection with any disagreements with Limestone Premier Financial on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Bancorp Inc)

AutoNDA by SimpleDocs

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone LCNB and its Subsidiaries included (or incorporated by reference) in LimestoneLCNB’s SEC filings (including the related notes, where applicable) (Ai) have been prepared from, and are in accordance with, the books and records of Limestone LCNB and its Subsidiaries, ; (Bii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Limestone LCNB 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), ; (Ciii) 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 (Div) have been prepared in accordance with GAAPgenerally accepted accounting principles, 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 LCNB 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 BKD, LLP has not resigned (or informed Xxxxxxxxx LCNB that indicated it intends to resign) or been dismissed as independent public accountants of Limestone LCNB as a result of or in connection with any disagreements with Limestone LCNB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LCNB Corp)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone Peoples and its Subsidiaries included (or incorporated by reference) in Limestone’s Peoples’ SEC filings (including the related notes, where applicable) (Ai) have been prepared from, and are in accordance with, the books and records of Limestone Peoples and its Subsidiaries, ; (Bii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Limestone Peoples 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), ; (Ciii) 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 (Div) have been prepared in accordance with GAAPgenerally accepted accounting principles, 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 Peoples 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 Ernst & Young LLP has not resigned (or informed Xxxxxxxxx Peoples that indicated it intends to resign) or been dismissed as independent public accountants of Limestone Peoples as a result of or in connection with any disagreements with Limestone Peoples on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Bancorp Inc)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone Premier Financial and its Subsidiaries included (or incorporated by reference) in LimestonePremier Financial’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 Premier Financial and its Subsidiaries, (B) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated Table of Contents financial position of Limestone Premier Financial 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 Premier Financial and its Subsidiaries have been maintained in all material respects in accordance with generally accepted accounting principles GAAP 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 Premier Financial that it intends to resign) or been dismissed as independent public accountants of Limestone Premier Financial as a result of or in connection with any disagreements with Limestone Premier Financial on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Premier Financial Bancorp Inc)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone LCNB and its Subsidiaries included (or incorporated by reference) in Limestone’s the LCNB SEC filings (including the related notes, where applicable) (A) have been prepared from, and are in accordance with, the books and records of Limestone LCNB 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 LCNB 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 GAAPgenerally accepted accounting principles, 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 LCNB 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, Xxxxxx & Xxxxx LLP PLLC has not resigned (or informed Xxxxxxxxx LCNB that it intends to resign) or been dismissed as independent public accountants of Limestone LCNB as a result of or in connection with any disagreements with Limestone LCNB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LCNB Corp)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone LCNB and its Subsidiaries included (or incorporated by reference) in Limestone’s the LCNB SEC filings Reports (including the related notes, where applicable) (A) have been prepared from, and are in accordance with, the books and records of Limestone LCNB 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 LCNB 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 GAAPgenerally accepted accounting principles, 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 LCNB and its Subsidiaries have been maintained in all material respects in accordance with generally accepted accounting principles GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Xxxxxx & Xxxxx LLP PLLC has not resigned (or informed Xxxxxxxxx LCNB that it intends to resign) or been dismissed as independent public accountants of Limestone LCNB as a result of or in connection with any disagreements with Limestone LCNB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LCNB Corp)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The financial statements of Limestone LCNB and its Subsidiaries included (or incorporated by reference) in LimestoneLCNB’s SEC filings (including the related notes, where applicable) (Ai) have been prepared from, and are in accordance with, the books and records of Limestone LCNB and its Subsidiaries, (Bii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Limestone LCNB 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), (Ciii) 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 (Div) have been prepared in accordance with GAAP, consistently applied GAAP 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 LCNB and its Subsidiaries have been maintained in all material respects in accordance with generally accepted accounting principles GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Xxxxx BKD, LLP has not resigned (or informed Xxxxxxxxx LCNB that it intends to resign) or been dismissed as independent public accountants of Limestone LCNB as a result of or in connection with any disagreements with Limestone LCNB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LCNB Corp)

Financial Statements; Material Adverse Effect; Internal Controls. (i) The consolidated financial statements of Limestone Pxxxx and its Subsidiaries included (or incorporated by reference) in Limestone’s Pxxxx’x SEC filings (including the related notes, where applicable) (Ai) have been prepared from, and are in accordance with, the books and records of Limestone Pxxxx and its Subsidiaries, (Bii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Limestone Pxxxx 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), (Ciii) 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 (Div) have been prepared in accordance with GAAPgenerally accepted accounting principles, 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 Pxxxx 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 Cxxxx LLP has not resigned (or informed Xxxxxxxxx Pxxxx that it intends to resign) or been dismissed as independent public accountants of Limestone Pxxxx as a result of or in connection with any disagreements with Limestone Pxxxx on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Poage Bankshares, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!