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

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) CNC First Capital has delivered or will deliver to NB&T LCNB (aA) audited consolidated financial statements for each of the fiscal years ended December 31, 20082011, 2007, 2006, 2005, 2010 and 20042009, 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 Dixon, Davis, Xxxxxx & XxxxxCompany, PLLC, or BKD, LLP, CNCFirst Capital’s independent registered public accounting firmsfirm, and (bB) unaudited consolidated unconsolidated financial statements of each of First Capital and Citizens for the interim period ended March 31June 30, 20092012, consisting of balance sheets and the related statements of income (collectively, “CNCFirst Capital’s Financial Statements”). CNCFirst Capital’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 First Capital 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 CNCFirst Capital’s Financial Statements, CNC First Capital 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) CNC Benchmark has delivered or will deliver to NB&T United (aA) audited consolidated financial statements for each of the fiscal years ended December 31, 20082016, 2007, 2006, 2005, 2015 and 2004, respectively2014, 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, Xxxxx PLLC, or BKD, LLP, CNCBenchmark’s independent registered public accounting firms, and (bB) unaudited consolidated financial statements for the interim period ended March 31February 28, 20092017 and each subsequent month thereafter, consisting of balance sheets and the related statements of income (collectively, “CNCBenchmark’s Financial Statements”). CNCBenchmark’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 Benchmark 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 CNCBenchmark’s Financial Statements, CNC or as Previously Disclosed, Benchmark 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) CNC FNHC has delivered or will deliver to NB&T PFBI (aA) audited consolidated financial statements for each of the fiscal years ended December 31, 20082018, 2007, 2006, 2005, 2017 and 2004, respectively2016, 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 Summers, McCrary & XxxxxSparks, PLLCP.S.C., or BKD, LLP, CNCFNHC’s independent registered public accounting firmsfirm, and (bB) unaudited consolidated financial statements for the interim period ended March May 31, 20092019 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income (collectively, “CNCFNHC’s Financial Statements”). CNCFNHC’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 FNHC 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 CNCFNHC’s Financial Statements, CNC FNHC and its Subsidiaries have no liabilities or obligations as of the date hereof, other than liabilities and obligations that individually or hereof except those incurred in the aggregate could not reasonably be expected to have a Material Adverse Effect on CNC or CNC Bankordinary course of business.

Financial Statements; Material Adverse Effect; Internal Controls. (i) CNC LCNB has delivered or will deliver to NB&T First Capital (a) audited consolidated financial statements for each of the fiscal years ended December 31, 20082011, 2007, 2006, 2005, 2010 and 20042009, 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 X.X. Cloud & Xxxxx, PLLC, or BKDCo., LLP, CNCLCNB’s independent registered public accounting firmsfirm, and (b) unaudited consolidated financial statements for the interim period periods ended June 30, 2012 and March 31, 20092012, consisting of balance sheets and the related statements of income (collectively, “CNCLCNB’s Financial Statements”). CNCLCNB’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 LCNB 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 CNCLCNB’s Financial Statements, CNC LCNB and its Subsidiaries Bank 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.