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

Financial Statements; Material Adverse Effect. (a) The pro forma balance sheet of Loan Parties on a Consolidated Basis (the “Pro Forma Balance Sheet”), a copy of which is attached to the Financial Condition Certificate, reflects the consummation of the transactions contemplated by the Closing Date Acquisition and under this Agreement (collectively, the “Transactions”), and fairly reflects the financial condition of the Loan Parties on a Consolidated Basis as of the Closing Date after giving effect to the Transactions, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified by the Chief Financial Officer of Borrowing Agent as fairly presenting, in all material respects, the financial condition of the Loan Parties as of the Closing Date. All financial statements referred to in this subsection 5.5(a), including the related schedules and notes thereto, have been prepared in accordance with GAAP, except as may be disclosed in such financial statements and customary year-end adjustments. (b) The twelve-month cash flow and balance sheet projections of the Loan Parties on a Consolidated Basis, copies of which are attached to the Financial Condition Certificate (the “Projections”) were prepared by an Authorized Officer of Viant, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect the Loan Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Balance Sheet are referred to as the “Pro Forma Financial Statements”. (c) The unaudited consolidated balance sheet of Borrowing Agent and its Subsidiaries for their fiscal year to date period ended August 31, 2019, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, copies of which are attached to the Financial Condition Certificate, have been prepared in accordance with GAAP, consistently applied and present fairly the financial position of Borrowing Agent and its Subsidiaries at such dates and the results of their operations for such periods. (d) Since June 30, 2019, no Material Adverse Effect has occurred.

Financial Statements; Material Adverse Effect. (ai) The pro forma balance sheet of Loan Parties on a Consolidated Basis (the “Pro Forma Balance Sheet”), a copy of which is attached NCB has previously made available to the Financial Condition Certificate, reflects the consummation PCB accurate and complete copies of the transactions contemplated by the Closing Date Acquisition and under this Agreement (collectively, the “Transactions”), and NCB Financial Statements. The NCB Financial Statements fairly reflects present in all material respects the financial condition of NCB as of and for the Loan Parties respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments). (ii) The NCB Financial Statements have been, and are being, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein. (iii) Since December 31, 2022, neither NCB nor any of the NCB Subsidiaries have not incurred any liabilities that are required to be reflected on a Consolidated Basis as of the Closing Date after giving effect to the Transactions, and has been prepared balance sheet in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified by the Chief Financial Officer of Borrowing Agent except: (A) as fairly presenting, in all material respects, the financial condition disclosed on Schedule 4.2(h)(iii) of the Loan Parties NCB Disclosure Schedule; (B) liabilities properly accrued or reserved against in the balance sheet of NCB as of December 31, 2022; (C) liabilities and obligations incurred since December 31, 2022 in the Closing Date. All financial statements referred Ordinary Course of Business; (D) liabilities and obligations that are not material to in NCB or any of the NCB Subsidiaries; and (E) any liabilities and obligations incurred with respect to the transactions contemplated by this subsection 5.5(a), including the related schedules and notes thereto, have been prepared in accordance with GAAP, except as may be disclosed in such financial statements and customary year-end adjustmentsAgreement. (biv) The twelve-month cash flow Since December 31, 2022: (A) NCB has conducted its business in the Ordinary Course Business; and balance sheet projections (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 4.2 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to NCB or any of the Loan Parties on a Consolidated Basis, copies of which are attached to the Financial Condition Certificate (the “Projections”) were prepared by an Authorized Officer of Viant, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect the Loan Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Balance Sheet are referred to as the “Pro Forma Financial Statements”NCB Subsidiaries. (cv) The unaudited consolidated balance sheet Except as set forth on Schedule 4.2(h)(v) of Borrowing Agent and its the NCB Disclosure Schedule, no agreement pursuant to which any loans or other assets have been or shall be sold by NCB entitled the buyer of such loans or other assets to cause NCB or any of the NCB Subsidiaries for their fiscal year to date period ended August repurchase such loan or other asset or the buyer to pursue any other form of recourse against NCB or an of the NCB Subsidiaries. No cash, stock or other dividends or any other distribution with respect to the capital stock of NCB or any of the NCB Subsidiaries has been declared, set aside or paid since January 1, 2020. Since December 31, 20192022, and the related statements no shares of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, copies capital stock of which are attached to the Financial Condition Certificate, NCB have been prepared in accordance with GAAPpurchased, consistently applied redeemed or otherwise acquired, directly or indirectly, by NCB and present fairly no agreements have been made by NCB to do any of the financial position of Borrowing Agent and its Subsidiaries at such dates and the results of their operations for such periodsforegoing. (d) Since June 30, 2019, no Material Adverse Effect has occurred.

Financial Statements; Material Adverse Effect. (ai) The pro forma balance sheet financial statements of Loan Parties on a Consolidated Basis Mid-Tier and its Subsidiaries included (or incorporated by reference) in the “Pro Forma Balance Sheet”)Mid-Tier SEC Reports (including the related notes, a copy of which is attached to the Financial Condition Certificatewhere applicable) (i) have been prepared from, reflects the consummation of the transactions contemplated by the Closing Date Acquisition and under this Agreement (collectivelyare in accordance with, the “Transactions”)books and records of Mid-Tier and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and fairly reflects consolidated financial position of Mid-Tier and its Subsidiaries for the financial condition of the Loan Parties on a Consolidated Basis respective fiscal periods or as of the Closing Date after giving effect respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with the Transactions, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified by the Chief Financial Officer of Borrowing Agent as fairly presentingSEC, in all material respects, respects with applicable accounting requirements and with the financial condition published rules and regulations of the Loan Parties as of the Closing Date. All financial statements referred to in this subsection 5.5(a), including the related schedules and notes SEC with respect thereto, and (iv) have been prepared in accordance with GAAPGAAP during the periods involved, except except, in each case, as may be disclosed indicated in such statements or in the notes thereto. As of the date hereof, the books and records of Mid-Tier 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, BKD, LLP has not resigned (or informed Mid-Tier that it intends to resign) or been dismissed as independent public accountants of Mid-Tier as a result of or in connection with any disagreements with Mid-Tier on a matter of accounting principles or practices, financial statements and customary year-end adjustmentsstatement disclosure or auditing scope or procedure. (bii) The twelveNeither Mid-month cash flow and balance sheet projections Tier nor any of its Subsidiaries has incurred any material liability or obligation of any nature whatsoever, except for (A) those liabilities that are reflected or reserved against on the Loan Parties on a Consolidated Basis, copies of which are attached to the Financial Condition Certificate (the “Projections”) were prepared by an Authorized Officer of Viant, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect the Loan Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Balance Sheet are referred to as the “Pro Forma Financial Statements”. (c) The unaudited consolidated balance sheet of Borrowing Agent Mid-Tier included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (including any notes thereto), (B) liabilities incurred in the ordinary course of business consistent in nature and amount with past practice since December 31, 2017 or (C) in connection with this Agreement and the transactions contemplated hereby. (iii) Since December 31, 2017, (A) Mid-Tier and its Subsidiaries for have conducted their fiscal year to date period ended August 31, 2019respective businesses in the ordinary course consistent with past practice, and the related statements of income(B) no event has occurred or circumstance arisen that, changes in stockholder’s equityindividually or taken together with all other facts, circumstances and changes in cash flow for the period ended on such date, copies of which are attached events is reasonably likely to the Financial Condition Certificate, have been prepared in accordance with GAAP, consistently applied and present fairly the financial position of Borrowing Agent and its Subsidiaries at such dates and the results of their operations for such periods. (d) Since June 30, 2019, no a Material Adverse Effect has occurredwith respect to Mid-Tier or any of its Subsidiaries.

Financial Statements; Material Adverse Effect. (ai) The pro forma balance sheet of Loan Parties on a Consolidated Basis (the “Pro Forma Balance Sheet”), a copy of which is attached BFC has previously made available to the Financial Condition Certificate, reflects the consummation BCML accurate and complete copies of the transactions contemplated BFC Financial Statements. The BFC Financial Statements as of and for the fiscal years ended December 31, 2017 and 2016 are accompanied by the Closing Date Acquisition and under this Agreement (collectivelyaudit report of Mxxx Axxxx, the “Transactions”), and fairly reflects the financial condition of the Loan Parties on a Consolidated Basis as of the Closing Date after giving effect to the Transactions, and has been prepared in accordance with GAAP, consistently appliedLLP. The Pro Forma Balance Sheet has been certified by the Chief BFC Financial Officer of Borrowing Agent as Statements fairly presenting, present in all material respects, the financial condition of the Loan Parties BFC as of the Closing Date. All financial statements referred to respective dates set forth therein, and the consolidated results of operations, changes in this subsection 5.5(a)shareholders’ equity and cash flows (if applicable) of BFC for the respective periods or as of the respective dates set forth therein. (ii) The BFC Financial Statements have been, including the related schedules and notes theretoare being, have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, except as may be disclosed in such financial statements and customary year-end adjustmentsstated therein. (biii) The twelve-month cash flow and balance sheet projections of Since January 1, 2018, neither BFC nor BANK has incurred any liability other than in the Loan Parties on a Consolidated Basis, copies of which are attached to the Financial Condition Certificate (the “Projections”) were prepared by an Authorized Officer of Viant, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect the Loan Parties’ judgment based on present circumstances of the most likely set of conditions and ordinary course of action for business consistent with past practice, except (i) as Previously Disclosed, (ii) liabilities properly accrued or reserved against in the projected period. The cash flow Projections together with the Pro Forma Balance Sheet are referred to as the “Pro Forma Financial Statements”. (c) The unaudited consolidated balance sheet of Borrowing Agent BFC as of January 1, 2018, (iii) liabilities and its Subsidiaries for their fiscal year obligations incurred since January 1, 2018 in the ordinary course of business consistent with past practice, (iv) liabilities and obligations that are not material to date period ended August 31BFC and BANK, 2019taken as a whole, and the related statements of income, changes in stockholder’s equity, (iv) any liabilities and changes in cash flow for the period ended on such date, copies of which are attached obligations incurred with respect to the Financial Condition Certificate, have been prepared in accordance with GAAP, consistently applied and present fairly the financial position of Borrowing Agent and its Subsidiaries at such dates and the results of their operations for such periodstransactions contemplated by this Agreement. (div) Since June 30Except as Previously Disclosed, 2019since January 1, 2018, (A) each of BFC and BANK has conducted its business in the ordinary and usual course consistent with past practice, and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.2 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to BFC and BANK. (v) No agreement pursuant to which any loans or other assets have been or shall be sold by BFC or BANK entitled the buyer of such loans or other assets to cause BFC or BANK to repurchase such loan or other asset or the buyer to pursue any other form of recourse against BFC or BANK. All cash, stock or other dividends or any other distribution with respect to the capital stock of BFC or BANK that has occurredbeen declared, set aside or paid since January 1, 2018 has been Previously Disclosed. Since January 1, 2018, no shares of capital stock of BFC or BANK have been purchased, redeemed or otherwise acquired, directly or indirectly, by BFC or BANK and no agreements have been made by BFC or BANK to do any of the foregoing.

Financial Statements; Material Adverse Effect. (ai) The pro forma balance sheet of Loan Parties on a Consolidated Basis (the “Pro Forma Balance Sheet”), a copy of which is attached Feather River has previously delivered or made available to the Financial Condition Certificate, reflects the consummation Plumas accurate and complete copies of the transactions contemplated Feather River Financial Statements. The Feather River Financial Statements as of and for the years ended December 31, 2019, 2018 and 2017 are accompanied by the Closing Date Acquisition and under this Agreement (collectivelyaudit report of Xxxx Xxxxx LLP. The Feather River Financial Statements fairly present or, the “Transactions”), and fairly reflects the financial condition of the Loan Parties on a Consolidated Basis with respect to those as of any date or for any period ending after the Closing Date after giving effect to the Transactionsdate of this Agreement, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified by the Chief Financial Officer of Borrowing Agent as will fairly presentingpresent, in all material respects, the financial condition of the Loan Parties Feather River as of the Closing Daterespective dates set forth therein, and the consolidated results of operations, changes in shareholders’ equity and cash flows (if applicable) of Feather River for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). All Feather River has no reason to believe that there will be, and to Feather River’s Knowledge there will not be, any negative discrepancy between and among the Feather River Interim Financial Statements, the financial statements referred to included in this subsection 5.5(a)the Federal Reserve Board FR Y-SP filed by Feather River for the period ended December 31, including 2020 and the related schedules and notes thereto, 2020 Audited Financial Statements. (ii) The Feather River Financial Statements have been or will be, as the case may be, prepared in accordance with GAAPGAAP consistently applied during the periods involved, except as may be disclosed stated therein. The audits of Feather River have been conducted in such financial statements and customary year-end adjustmentsaccordance with generally accepted auditing standards of the United States of America. (biii) The twelve-month cash flow and balance sheet projections of Except as Previously Disclosed, since January 1, 2020, Feather River has not incurred any material liability other than in the Loan Parties on a Consolidated Basis, copies of which are attached to the Financial Condition Certificate (the “Projections”) were prepared by an Authorized Officer of Viant, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect the Loan Parties’ judgment based on present circumstances of the most likely set of conditions and ordinary course of action for the projected period. The cash flow Projections together business consistent with the Pro Forma Balance Sheet are referred to as the “Pro Forma Financial Statements”past practice. (civ) The unaudited consolidated balance sheet Except as Previously Disclosed, since January 1, 2020, (A) Feather River has conducted its business in the ordinary and usual course consistent with past practice, (B) Feather River has not taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of Borrowing Agent and its Subsidiaries for their fiscal year to date period ended August 31, 2019the actions set forth in Section 4.1 hereof, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, copies of which are attached (C) to the Financial Condition Certificate, have been prepared in accordance with GAAP, consistently applied and present fairly the financial position Knowledge of Borrowing Agent and its Subsidiaries at such dates and the results of their operations for such periods. (d) Since June 30, 2019Feather River, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.2 or otherwise), has had or is reasonably likely to have a Material Adverse Effect has occurredwith respect to Feather River.

Financial Statements; Material Adverse Effect. (ai) The pro forma balance sheet financial statements of Loan Parties on a Consolidated Basis Peoples included (or incorporated by reference) in Peoples’ SEC filings (including the “Pro Forma Balance Sheet”)related notes, a copy of which is attached to the Financial Condition Certificatewhere applicable) (i) have been prepared from, reflects the consummation of the transactions contemplated by the Closing Date Acquisition and under this Agreement (collectivelyare in accordance with, the “Transactions”)books and records of Peoples and its Subsidiaries; (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and fairly reflects consolidated financial position of Peoples and its Subsidiaries for the financial condition of the Loan Parties on a Consolidated Basis respective fiscal periods or as of the Closing Date after giving effect respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount); (iii) complied as to form, as of their respective dates of filing with the Transactions, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified by the Chief Financial Officer of Borrowing Agent as fairly presentingSEC, in all material respects, respects with applicable accounting requirements and with the financial condition published rules and regulations of the Loan Parties as of the Closing Date. All financial statements referred to in this subsection 5.5(a), including the related schedules SEC with respect thereto; and notes thereto, (iv) have been prepared in accordance with GAAPgenerally accepted accounting principles, except consistently applied during the periods involved, except, in each case, as may be disclosed indicated in such statements or in the notes thereto. As of the date hereof, the books and records of 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, Ernst & Young LLP has not resigned (or informed Peoples that it intends to resign) or been dismissed as independent public accountants of Peoples as a result of or in connection with any disagreements with Peoples on a matter of accounting principles or practices, financial statements and customary year-end adjustmentsstatement disclosure or auditing scope or procedure. (bii) The twelve-month cash flow and balance sheet projections Neither Peoples nor any of its Subsidiaries has incurred any material liability or obligation, except for (A) those liabilities that are reflected or reserved against on the Loan Parties on a Consolidated Basis, copies of which are attached to the Financial Condition Certificate (the “Projections”) were prepared by an Authorized Officer of Viant, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect the Loan Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Balance Sheet are referred to as the “Pro Forma Financial Statements”. (c) The unaudited consolidated balance sheet of Borrowing Agent and Peoples included in its Subsidiaries Annual Report on Form 10-K for their the fiscal year to date period ended August December 31, 20192013 (including any notes thereto), (B) liabilities incurred in the ordinary course of business consistent in nature and amount with past practice since December 31, 2013 or (C) in connection with this Agreement and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, copies of which are attached to the Financial Condition Certificate, have been prepared in accordance with GAAP, consistently applied and present fairly the financial position of Borrowing Agent and its Subsidiaries at such dates and the results of their operations for such periodstransactions contemplated hereby. (d) Since June 30, 2019, no Material Adverse Effect has occurred.

Financial Statements; Material Adverse Effect. (ai) The pro forma balance sheet RGF, RAC and Crown Bank have previously delivered to Acquiror RGF’s consolidated financial statements at and for the years ended December 31, 2004, 2003 and 2002. Such consolidated financial statements are in the process of Loan Parties on a Consolidated Basis being restated (the “Pro Forma Balance SheetRestated Financial Statements”). No consolidated or unconsolidated financial statements for RGF, a copy RAC or Crown Bank with respect to any periods subsequent to December 31, 2004 are available. RGF, RAC and Crown Bank shall promptly prepare unaudited balance sheets, income statements, and statements of which is attached stockholder’s equity of Crown Bank (without notes to financial statements) for the Financial Condition Certificateannual and quarterly periods subsequent to December 31, reflects 2004 through the consummation of the transactions contemplated by most recent quarter-end prior to the Closing Date Acquisition and under this Agreement (provided that the most recent quarter-end prior to the Closing Date is at least twenty (20) days prior to the Closing Date) in accordance with GAAP that fairly present the financial condition of Crown Bank (collectively, the “TransactionsPost-2004 Financial Statements” and, together with the Restated Financial Statements, the “Financial Statements”). RGF, RAC and Crown Bank have provided to Acquiror Confidential Examination Materials in connection with Acquiror’s evaluation of the Transaction. (ii) Except for filings of Current Reports on Form 8-K and Notices of Late Filings filed under Form 12b-25, RGF has not filed any forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since its Form 10-K filed on March 16, 2005. Neither RAC nor Crown Bank is required to file periodic reports with the SEC pursuant to the Exchange Act. RGF and RAC have made available to Acquiror true, correct and complete copies of all written correspondence between the SEC, on the one hand, and fairly reflects RGF and any of its Subsidiaries, on the other hand, occurring since December 31, 2004. (iii) Except as Previously Disclosed, since December 31, 2004, (A) Crown Bank has conducted its business in the ordinary and usual course consistent with past practice, (B) Crown Bank has not taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Section 3.01, other than any such actions that (1) were taken in the ordinary course of business consistent with past practice, (2) were not, individually or in the aggregate, material to the business, operations or financial condition of the Loan Parties on Crown Bank and (3) did not have and are not reasonably likely to have a Consolidated Basis as Material Adverse Effect with respect to Crown Bank and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of the Closing Date after giving effect to the Transactions, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified by the Chief Financial Officer of Borrowing Agent as fairly presenting, in all material respects, the financial condition of the Loan Parties as of the Closing Date. All financial statements referred to in this subsection 5.5(aSection 4.03 or otherwise), including the related schedules and notes thereto, has had or is reasonably likely to have been prepared in accordance a Material Adverse Effect with GAAP, except as may be disclosed in such financial statements and customary year-end adjustmentsrespect to Crown Bank. (biv) The twelve-month cash flow No agreement pursuant to which any loans or other assets have been or shall be sold by Crown Bank entitled the buyer of such loans or other assets, unless there is a material breach of a representation or covenant by Crown Bank, to cause Crown Bank to repurchase such loan or other asset or the buyer to pursue any other form of recourse against Crown Bank. All cash, stock or other dividends or any other distribution with respect to the capital stock of Crown Bank that has been declared, set aside or paid since December 31, 2003 has been Previously Disclosed. Since December 31, 2003, no shares of capital stock of Crown Bank have been purchased, redeemed or otherwise acquired, directly or indirectly, by Crown Bank and balance sheet projections no agreements have been made by Crown Bank to do any of the Loan Parties on a Consolidated Basis, copies of which are attached to the Financial Condition Certificate (the “Projections”) were prepared by an Authorized Officer of Viant, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect the Loan Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Balance Sheet are referred to as the “Pro Forma Financial Statements”foregoing. (c) The unaudited consolidated balance sheet of Borrowing Agent and its Subsidiaries for their fiscal year to date period ended August 31, 2019, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, copies of which are attached to the Financial Condition Certificate, have been prepared in accordance with GAAP, consistently applied and present fairly the financial position of Borrowing Agent and its Subsidiaries at such dates and the results of their operations for such periods. (d) Since June 30, 2019, no Material Adverse Effect has occurred.