Financial Statements; Material Adverse Effect; Internal Controls. (i) Farmers has delivered or will deliver to City (A) audited consolidated financial statements for each of the fiscal years ended December 31, 2017, 2016 and 2015, 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 Xxxxx LLP, Farmers’ independent registered public accounting firms, and (B) unaudited consolidated financial statements for the interim period ended May 31, 2018 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income (collectively, “Farmers’ Financial Statements”). Farmers’ 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 Farmers 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 Farmers’ Financial Statements, Farmers and its Subsidiaries have no liabilities or obligations as of the date hereof except those incurred in the ordinary course of business. (ii) Since December 31, 2017, Farmers and Farmers Deposit Bank have not incurred any material liability not disclosed in Farmers’ Financial Statements. (iii) Since December 31, 2017, (A) Farmers and Farmers Deposit Bank have conducted their respective businesses in the ordinary and usual course consistent with past practice and (B) to the Knowledge of Farmers, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events, is reasonably likely to have a Material Adverse Effect with respect to Farmers or Farmers Deposit Bank. 13080998v7 (iv) Farmers has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Farmers and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to facilitate preparation of financial statements in conformity with generally accepted accounting principles, and that receipts and expenditures of Farmers and its Subsidiaries are being made only in accordance with authorizations of management and directors of Farmers and Farmers Deposit Bank; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Farmers and its Subsidiaries that could have a material effect on their financial statements. Farmers has evaluated the effectiveness of Farmers’ and Farmers Deposit Bank’s internal controls over financial reporting as of the end of the periods covered by Farmers’ Financial Statements and, based on such evaluations (Y) Farmers has no Knowledge of any significant deficiencies and material weaknesses in the design or operation of the internal controls over financial reporting which are reasonably likely to adversely affect Farmers’ ability to record, process, summarize and report financial information and (Z) to the Knowledge of Farmers, any fraud, whether or not material, that involves management or other employees of Farmers or its Subsidiaries. Farmers has provided to City access to all documentation related to Farmers’ internal control over financial reporting. Since December 31, 2017, neither Farmers, Farmers Deposit Bank nor, to the Knowledge of Farmers, any director, officer, employee, auditor, accountant or representative of Farmers or Farmers Deposit Bank has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Farmers or Farmers Deposit Bank or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Farmers or Farmers Deposit Bank has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Samples: Merger Agreement (City Holding Co)
Financial Statements; Material Adverse Effect; Internal Controls. (i) Farmers CNC has delivered or will deliver to City NB&T (Aa) audited consolidated financial statements for each of the fiscal years ended December 31, 20172008, 2016 2007, 2006, 2005, and 20152004, 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 Xxxxx Xxxxxx & Xxxxx, PLLC, or BKD, LLP, Farmers’ CNC’s independent registered public accounting firms, and (Bb) unaudited consolidated financial statements for the interim period ended May March 31, 2018 and each subsequent quarter thereafter2009, consisting of balance sheets and the related statements of income (collectively, “Farmers’ CNC’s Financial Statements”). Farmers’ 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 Farmers 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 year-end adjustments and the absence of notes thereto. Except as set forth in Farmers’ CNC’s Financial Statements, Farmers CNC and its Subsidiaries have no liabilities or obligations as of the date hereof except those incurred hereof, other than liabilities and obligations that individually or in the ordinary course of businessaggregate could not reasonably be expected to have a Material Adverse Effect on CNC or CNC Bank.
(ii) Since December 31, 20172008, Farmers CNC and Farmers Deposit CNC Bank have not incurred any material liability not disclosed in Farmers’ CNC’s Financial Statements.
(iii) Since December 31, 20172008, (A) Farmers CNC and Farmers Deposit CNC Bank have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) to the Knowledge of Farmers, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and eventsevents (described in any paragraph of Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Farmers or Farmers Deposit Bank. 13080998v7CNC.
(iv) Farmers Management of CNC has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Farmers CNC and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to facilitate permit preparation of financial statements in conformity with generally accepted accounting principles, and that receipts and expenditures of Farmers CNC and its Subsidiaries CNC Bank are being made only in accordance with authorizations of management and directors of Farmers CNC and Farmers Deposit CNC Bank; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Farmers CNC and its Subsidiaries CNC Bank that could have a material effect on their the financial statements. Farmers Management of CNC has evaluated the effectiveness of Farmers’ CNC’s and Farmers Deposit CNC Bank’s internal controls over financial reporting as of the end of the periods covered by Farmers’ CNC’s Financial Statements and, based on such evaluations evaluations, has Previously Disclosed to NB&T (YA) Farmers has no Knowledge of any all significant deficiencies and material weaknesses in the design or operation of the internal controls over financial reporting which are reasonably likely to adversely affect Farmers’ CNC’s ability to record, process, summarize and report financial information and (ZB) to the Knowledge of Farmers, any fraud, whether or not material, that involves management or other employees of Farmers or its Subsidiarieswho have a significant role in CNC’s internal control over financial reporting. Farmers CNC has provided to City NB&T access to all documentation related to Farmers’ CNC’s internal control over financial reporting. Since December 31, 20172008, neither Farmers, Farmers Deposit CNC nor CNC Bank nor, to the Knowledge of FarmersCNC’s Knowledge, any director, officer, employee, auditor, accountant or representative of Farmers CNC or Farmers Deposit CNC Bank has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Farmers CNC or Farmers Deposit CNC Bank or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Farmers CNC or Farmers Deposit CNC Bank has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Financial Statements; Material Adverse Effect; Internal Controls. (i) Farmers Ohio Heritage has delivered or will deliver to City Peoples (Aa) audited consolidated financial statements for each of the fiscal years ended December 31, 20172013, 2016 2012, 2011, 2010 and 20152009, 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 Xxxxx BKD, LLP, Farmers’ Ohio Heritage’s independent registered public accounting firmsfirm, and (Bb) unaudited consolidated financial statements for the interim period ended May March 31, 2018 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, “Farmers’ Ohio Heritage’s Financial Statements”). Farmers’ 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 Farmers 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 Farmers’ Ohio Heritage’s Financial Statements, Farmers Ohio Heritage and its Subsidiaries have no liabilities or obligations as of the date hereof except of a nature required to be disclosed in a balance sheet prepared under generally accepted accounting principles, other than those incurred arising in the ordinary course of businessbusiness after December 31, 2013.
(ii) Since December 31, 20172013, Farmers Ohio Heritage and Farmers Deposit Bank its Subsidiaries have not incurred any material liability of a nature required to be disclosed in a balance sheet prepared under generally accepted accounting principles not disclosed in Farmers’ Ohio Heritage’s Financial Statements, other than those arising in the ordinary course of business after December 31, 2013 or those arising under this Agreement and the transactions contemplated hereby.
(iii) Since December 31, 20172013, (A) Farmers Ohio Heritage and Farmers Deposit Bank its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice in all material respects and (B) to the Knowledge of Farmers, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events, events is reasonably likely to have a Material Adverse Effect with respect to Farmers Ohio Heritage or Farmers Deposit Bank. 13080998v7any of its Subsidiaries.
(iv) Farmers Ohio Heritage has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including policies and procedures that (A) pertain to the maintenance . Management of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Farmers and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to facilitate preparation of financial statements in conformity with generally accepted accounting principles, and that receipts and expenditures of Farmers and its Subsidiaries are being made only in accordance with authorizations of management and directors of Farmers and Farmers Deposit Bank; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Farmers and its Subsidiaries that could have a material effect on their financial statements. Farmers Ohio Heritage has evaluated the effectiveness of FarmersOhio Heritage’s and its Subsidiaries’ and Farmers Deposit Bank’s internal controls over financial reporting as of the end of the periods covered by Farmers’ Ohio Heritage’s Financial Statements and, based on such evaluations evaluations, has Previously Disclosed to Peoples (YA) Farmers has no Knowledge of any to Ohio Heritage’s Knowledge, all significant deficiencies and material weaknesses in the design or operation of the internal controls over financial reporting which are reasonably likely to adversely affect Farmers’ Ohio Heritage’s ability to record, process, summarize and report financial information and (ZB) to the Knowledge of FarmersOhio Heritage’s Knowledge, any fraud, whether or not material, that involves management or other employees of Farmers Ohio Heritage or its Subsidiaries. Farmers Ohio Heritage has provided provided, or will provide, to City Peoples access to all documentation related to Farmers’ Ohio Heritage’s internal control over financial reporting. Since December 31, 2017, neither Farmers, Farmers Deposit Bank nor, to the Knowledge of Farmers, any director, officer, employee, auditor, accountant or representative of Farmers or Farmers Deposit Bank has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Farmers or Farmers Deposit Bank or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Farmers or Farmers Deposit Bank has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Financial Statements; Material Adverse Effect; Internal Controls. (i) Farmers CFB has delivered or will deliver to City LCNB (A) audited consolidated financial statements for each of the fiscal years ended December 31, 20172016, 2016 2015 and 20152014, 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 datedates, including the footnotes thereto and the reports prepared with respect thereto by Xxxxx Xxxxxxx LLP, Farmers’ CFB’s independent registered public accounting firms, and firm; (B) unaudited consolidated financial statements for the interim period ended May 31September 30, 2018 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, “Farmers’ CFB’s Financial Statements”). Farmers’ CFB’s Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with generally accepted accounting principlesGAAP, consistently applied throughout the periods indicated, and fairly present the financial position of Farmers 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 Farmers’ CFB’s Financial Statements, Farmers CFB and its Subsidiaries Columbus First Bank have no material liabilities or obligations as of the date hereof except those incurred in the ordinary course of businesssuch Financial Statements.
(ii) Since December 31September 30, 2017, Farmers CFB and Farmers Deposit Columbus First Bank have not incurred any material liability not disclosed in Farmers’ CFB’s Financial Statements.
(iii) Since December 31September 30, 2017, (A) Farmers CFB and Farmers Deposit Columbus First Bank have conducted their respective businesses in the ordinary and usual course consistent with past practice and (B) to the Knowledge of Farmers, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events, events is reasonably likely to have a Material Adverse Effect with respect to Farmers CFB or Farmers Deposit Columbus First Bank. 13080998v7.
(iv) Farmers Management of CFB has established and maintains a system of internal accounting controls that it reasonably believes is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP, including policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Farmers CFB and its SubsidiariesColumbus First Bank; (B) provide reasonable assurance that transactions are recorded as necessary to facilitate preparation of financial statements in conformity with generally accepted accounting principlesGAAP, and that receipts and expenditures of Farmers CFB and its Subsidiaries Columbus First Bank are being made only in accordance with authorizations of management and directors of Farmers CFB and Farmers Deposit Columbus First Bank; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Farmers CFB and its Subsidiaries Columbus First Bank that could have a material effect on their financial statements. Farmers Management of CFB has evaluated the effectiveness of Farmers’ CFB’s and Farmers Deposit Columbus First Bank’s internal controls over financial reporting as of the end of the periods covered by Farmers’ Financial Statements September 30, 2017 and, based on such evaluations evaluations, has Previously Disclosed to LCNB (Y) Farmers has no Knowledge of any all significant deficiencies and material weaknesses in the design or operation of the internal controls over financial reporting which management of CFB believes are reasonably likely to adversely affect Farmers’ CFB’s ability to record, process, summarize and report financial information and (Z) to the Knowledge of Farmers, any fraud, whether or not material, that involves management or other employees of Farmers CFB or its SubsidiariesColumbus First Bank. Farmers CFB has provided to City LCNB access to all documentation related to Farmers’ CFB’s internal control over financial reporting. Since December 31, 20172014, neither FarmersCFB, Farmers Deposit Bank norColumbus First Bank, to the Knowledge of Farmers, nor any director, officer, employee, auditor, accountant or representative of Farmers CFB or Farmers Deposit Columbus First Bank has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Farmers CFB or Farmers Deposit Columbus First Bank or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Farmers CFB or Farmers Deposit Columbus First Bank has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Samples: Merger Agreement (LCNB Corp)
Financial Statements; Material Adverse Effect; Internal Controls. (i) Farmers NASB has delivered or will deliver to City Peoples and Peoples Bank, (Aa) audited consolidated financial statements for each of the fiscal years ended December 31June 30, 20172013, 2016 2012, 2011, 2010 and 20152009, 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 Xxxxx LLPBober, Farmers’ Markey, Fedorovich & Company, NASB’s independent registered public accounting firmsfirm, and (Bb) unaudited consolidated financial statements for the interim period ended May March 31, 2018 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, 2014 and each subsequent month thereafter, consisting of balance sheets and the related statements of income (collectively, “Farmers’ NASB’s Financial Statements”). Farmers’ NASB’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 Farmers NASB 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 Farmers’ NASB’s Financial Statements, Farmers liabilities and its Subsidiaries have obligations incurred since the date of the latest NASB’s Financial Statements in the ordinary course of business consistent in nature and amount with past practice and liabilities incurred in connection with the transactions contemplated by this Agreement, NASB has no liabilities or obligations as of the date hereof except those incurred which are required to be included on a balance sheet prepared in the ordinary course of businessaccordance with generally accepted accounting principles.
(ii) Since December 31June 30, 20172013, Farmers and Farmers Deposit Bank have NASB has not incurred any material liability not disclosed in Farmers’ NASB’s Financial Statements.
(iii) Since December 31June 30, 20172013, (A) Farmers and Farmers Deposit Bank have NASB has conducted their respective its businesses in the ordinary and usual course consistent with past practice and (B) to the Knowledge of Farmers, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events, events is reasonably likely to have a Material Adverse Effect with respect to Farmers or Farmers Deposit Bank. 13080998v7NASB.
(iv) Farmers Management of NASB has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including policies and procedures that (A) pertain to the maintenance . Management of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Farmers and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to facilitate preparation of financial statements in conformity with generally accepted accounting principles, and that receipts and expenditures of Farmers and its Subsidiaries are being made only in accordance with authorizations of management and directors of Farmers and Farmers Deposit Bank; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Farmers and its Subsidiaries that could have a material effect on their financial statements. Farmers NASB has evaluated the effectiveness of Farmers’ and Farmers Deposit BankNASB’s internal controls over financial reporting as of the end of the periods covered by Farmers’ Financial Statements its most recent fiscal year and, based on such evaluations evaluations, has Previously Disclosed to Peoples (YA) Farmers has no Knowledge of any all significant deficiencies and material weaknesses in the design or operation of the internal controls over financial reporting which are reasonably likely to adversely affect Farmers’ NASB’s ability to record, process, summarize and report financial information and (ZB) to the Knowledge of Farmers, any fraud, whether or not material, that involves management or other employees of Farmers or its SubsidiariesNASB. Farmers NASB has provided to City Peoples access to all documentation related to Farmers’ NASB’s internal control over financial reporting. Since December 31, 2017, neither Farmers, Farmers Deposit Bank nor, to the Knowledge of Farmers, any director, officer, employee, auditor, accountant or representative of Farmers or Farmers Deposit Bank has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Farmers or Farmers Deposit Bank or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Farmers or Farmers Deposit Bank has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Financial Statements; Material Adverse Effect; Internal Controls. (i) Farmers Indian Village has delivered or will deliver to City CSB (Aa) audited consolidated financial statements for each of the fiscal years ended December 31June 30, 20172003, 2016 2004, 2005, 2006 and 20152007, 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 report prepared with respect thereto by Xxxxx LLPXxxxxx and Company LLC, Farmers’ Indian Village’s independent registered public accounting firmsfirm, and (Bb) unaudited consolidated financial statements for the interim period ended May March 31, 2018 and each subsequent quarter thereafter2008, consisting of balance sheets and the related statements of income (collectively, “Farmers’ Indian Village’s Financial Statements”). Farmers’ 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 Farmers 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 year-end adjustments and the absence of notes thereto. Except as set forth in Farmers’ Indian Village’s Financial StatementsStatements or as Previously Disclosed in Indian Village’s Disclosure Schedule, Farmers Indian Village and its Subsidiaries have no liabilities or obligations as of the date hereof except those incurred hereof, other than liabilities and obligations that individually or in the ordinary course of businessaggregate could not reasonably be expected to have a Material Adverse Effect on Indian Village or Indian Village Bank.
(ii) Since December 31June 30, 20172007, Farmers Indian Village and Farmers Deposit Bank its Subsidiaries have not incurred any material liability not disclosed in Farmers’ Indian Village’s Financial Statements, except as Previously Disclosed.
(iii) Since December 31June 30, 20172007, (A) Farmers Indian Village and Farmers Deposit Bank its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) to the Knowledge of Farmers, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and eventsevents (described in any paragraph of Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Farmers or Farmers Deposit Bank. 13080998v7Indian Village, except as Previously Disclosed.
(iv) Farmers Management of Indian Village has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Farmers Indian Village and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to facilitate permit preparation of financial statements in conformity with generally accepted accounting principles, and that receipts and expenditures of Farmers Indian Village and its Subsidiaries are being made only in accordance with authorizations of management and directors of Farmers Indian Village and Farmers Deposit Bankits Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Farmers Indian Village and its Subsidiaries that could have a material effect on their the financial statements. Farmers Management of Indian Village has evaluated the effectiveness of FarmersIndian Village’s and its Subsidiaries’ and Farmers Deposit Bank’s internal controls over financial reporting as of the end of the periods covered by Farmers’ Indian Village’s Financial Statements and, based on such evaluations evaluations, has Previously Disclosed to CSB (YI) Farmers has no Knowledge of any significant deficiencies and material weaknesses in the design or operation of the internal controls over financial reporting which are reasonably likely to adversely affect Farmers’ Indian Village’s ability to record, process, summarize and report financial information and (ZII) to the Knowledge of Farmers, any fraud, whether or not material, that involves management or other employees of Farmers or its Subsidiarieswho have a significant role in Indian Village’s internal control over financial reporting. Farmers Indian Village has provided to City CSB access to all documentation related to Farmers’ Indian Village’s internal control over financial reporting. Since December 31June 30, 20172006, neither Farmers, Farmers Deposit Bank Indian Village nor any of its Subsidiaries nor, to the Knowledge of FarmersIndian Village’s Knowledge, any director, officer, employee, auditor, accountant or representative of Farmers Indian Village or Farmers Deposit Bank any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Farmers Indian Village or Farmers Deposit Bank any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Farmers Indian Village or Farmers Deposit Bank any of its Subsidiaries has engaged in questionable accounting or auditing practices.
Appears in 1 contract