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

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) CFB CBC has delivered or will deliver to LCNB (A) audited consolidated financial statements of CBC, for each of the fiscal years ended December 31, 20162012, 2015 2011, and 20142010, 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 datesdate, including the footnotes thereto and the reports prepared with respect thereto by Xxxxx Xxxxxxx LLP, CFBCBC’s independent registered public accounting firm; , and (B) unaudited consolidated financial statements of the Bank for the interim period ended September 30, 2017 and each subsequent quarter thereafter2013, 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, the “CFB’s Financial Statements”). CFBThe Bank’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 indicatedgenerally accepted accounting principles, and fairly present the financial position of CFB the Bank 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 the Financial Statements, CFB and Columbus First the Bank have has no material liabilities or obligations as of the date hereof, other than liabilities incurred in the ordinary course of such business since the date of the Financial Statements.

Financial Statements; Material Adverse Effect; Internal Controls. (i) CFB BNB has delivered or will deliver to LCNB (Aa) audited unaudited consolidated financial statements for each of the fiscal years ended December 31, 20162013, 2015 2012, 2011, 2010 and 20142009, 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 datesdate, including the footnotes thereto and the reports prepared with respect thereto by Xxxxx Xxxxxxx LLP, CFB’s independent registered public accounting firm; (Bb) unaudited consolidated financial statements for the interim period ended September 30, 2017 2014 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income; , and (Cc) unaudited monthly financial statements for September 30, 2014 and each subsequent month thereafter, consisting of balance sheets and the related statements of income (collectively, “CFBBNB’s Financial Statements”). CFBExcept for the effect of the failure to properly report unrealized gains and losses in other comprehensive income as set forth on Section 5.03(g)(i) of BNB’s Disclosure Schedule, BNB’s Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with GAAPEXECUTION COPY generally accepted accounting principles, consistently applied throughout the periods indicated, and fairly present the financial position of CFB BNB 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 year-end adjustments and the absence of notes thereto. Except as set forth in CFBBNB’s Financial Statements, CFB BNB and Columbus First BNB Bank have no material liabilities or obligations as of the date of such Financial Statementshereof.

Financial Statements; Material Adverse Effect; Internal Controls. (i) CFB MB has delivered or will deliver to LCNB OVBC (Aa) audited consolidated financial statements for each of the fiscal years ended December 31, 2016, 2015 and 2014, respectively2013 and 2012, 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 datesdate, including the footnotes thereto and the reports prepared with respect thereto by Xxxxx Xxxxxxx LLPDixon, CFB’s Davis, Bxxxxx & Company, MB's independent registered public accounting firm; , and (Bb) 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 thereafter2015, consisting of balance sheets and the related statements of income (collectively, “CFB’s "MB's Financial Statements”"). CFB’s MB'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 MB 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 year-end adjustments and the absence of notes thereto. Except as set forth in CFB’s MB's Financial StatementsStatements or except as Previously Disclosed, CFB MB and Columbus First Bank its Subsidiaries have no material liabilities or obligations as of the date of such Financial Statementshereof, other than liabilities and obligations that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on MB or Mxxxxx Bank.

Financial Statements; Material Adverse Effect; Internal Controls. (i) CFB Farmers has delivered or will deliver to LCNB City (A) audited consolidated financial statements for each of the fiscal years ended December 31, 20162017, 2015 2016 and 2014, respectively2015, 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 datesdate, including the footnotes thereto and the reports prepared with respect thereto by Xxxxx Xxxxxxx LLP, CFB’s Farmers’ independent registered public accounting firm; firms, and (B) unaudited consolidated financial statements for the interim period ended September 30May 31, 2017 2018 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 Farmers’ Financial Statements”). CFB’s Farmers’ Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with GAAPgenerally accepted accounting principles, consistently applied throughout the periods indicated, and fairly present the financial position of CFB 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 and monthly financial statements to normal year‑end adjustments and the absence of notes thereto. Except as set forth in CFB’s Farmers’ Financial Statements, CFB Farmers and Columbus First Bank its Subsidiaries have no material liabilities or obligations as of the date hereof except those incurred in the ordinary course of such Financial Statementsbusiness.