Common use of Financial Statements, Reports Clause in Contracts

Financial Statements, Reports. 5.6.1. MainSource has previously made available to Cheviot Financial the MainSource Financial Statements. The MainSource Financial Statements have been prepared in accordance with GAAP from the books and records of MainSource and each MainSource Subsidiary, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, cash flows, and changes to shareholders’ equity of MainSource and the MainSource Subsidiaries on a consolidated basis as of and for the respective periods ended on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.6.2. At the date of each balance sheet included in the MainSource Financial Statements, MainSource did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MainSource Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.6.3. MainSource (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to MainSource, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of MainSource by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to MainSource outside auditors and the audit committee of the MainSource Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect MainSource’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in MainSource’s internal control over financial reporting. These disclosures (if any) were made in writing by management to MainSource’s auditors and audit committee and a copy has previously been made available to Cheviot Financial. As of the date hereof, MainSource has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 5.6.4. Since December 31, 2014, (A) neither MainSource nor any MainSource Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of MainSource or any MainSource Subsidiary 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 MainSource or any MainSource Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that MainSource or any MainSource Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing MainSource or any MainSource Subsidiary, whether or not employed by MainSource or any MainSource Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board of Directors or any committee thereof or to any of its directors or officers. 5.6.5. MainSource has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 (the “MainSource Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the MainSource Reports complied, and each MainSource Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, and the Xxxx-Xxxxx Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the MainSource Reports. None of the MainSource Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of MainSource has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of MainSource no enforcement action has been initiated by the SEC against MainSource or its officers or directors relating to disclosures contained in any MainSource Report. 5.6.6. MainSource and each MainSource Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The MainSource Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.6.14.6.1. MainSource Colonial Financial has previously made available to Cheviot Cape Bancorp the Colonial Financial the MainSource Financial Statements. The MainSource Colonial Financial Financial Statements have been prepared in accordance with GAAP from the books and records of MainSource and each MainSource SubsidiaryGAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, operations and cash flows, and changes to shareholders’ equity flows of MainSource Colonial Financial and the MainSource Colonial Financial Subsidiaries on a consolidated basis as of and for the respective periods ended ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.6.24.6.2. At the date of each balance sheet included in the MainSource Colonial Financial Financial Statements, MainSource Colonial Financial did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MainSource Colonial Financial Financial Statements or in the footnotes thereto which are not fully reflected or reserved against therein in accordance with GAAP or appropriately fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.6.34.6.3. MainSource Except as disclosed in Colonial Financial DISCLOSURE SCHEDULE 4.6.3, Colonial Financial and each Colonial Financial Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2013 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The Colonial Financial Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.4. Colonial Financial (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to MainSourceColonial Financial, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of MainSource Colonial Financial by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to MainSource Colonial Financial outside auditors and the audit committee of the MainSource Colonial Financial Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect MainSourceColonial Financial’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in MainSourceColonial Financial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to MainSource’s Colonial Financial auditors and audit committee and a copy has previously been made available to Cheviot Financial. As of the date hereof, MainSource has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next dueCape Bancorp. 5.6.44.6.5. Since December 31, 20142013, (A) neither MainSource Colonial Financial nor any MainSource Colonial Financial Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of MainSource Colonial Financial or any MainSource Colonial Financial Subsidiary 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 MainSource Colonial Financial or any MainSource Colonial Financial Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that MainSource Colonial Financial or any MainSource Colonial Financial Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing MainSource Colonial Financial or any MainSource Colonial Financial Subsidiary, whether or not employed by MainSource Colonial Financial or any MainSource Colonial Financial Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board board of Directors directors or any committee thereof or to any of its directors or officers. 5.6.54.6.6. MainSource Colonial Financial has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 2013 (the “MainSource Colonial Financial Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the MainSource Colonial Financial Reports complied, and each MainSource Colonial Financial Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (the “Xxxx-Xxxxx Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the MainSource Colonial Financial Reports. None of the MainSource Colonial Financial Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of MainSource Colonial Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of MainSource Colonial Financial no enforcement action has been initiated by the SEC against MainSource Colonial Financial or its officers or directors relating to disclosures contained in any MainSource Colonial Financial Report. 5.6.6. MainSource and each MainSource Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The MainSource Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.6.14.5.1. MainSource Premier has previously made available to Cheviot Financial First Guaranty the MainSource Premier Financial Statements. The MainSource Premier Financial Statements have been prepared in accordance with GAAP from the books and records of MainSource and each MainSource SubsidiaryGAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, operations and cash flows, and changes to shareholders’ equity flows of MainSource Premier and the MainSource Premier Subsidiaries on a consolidated basis as of and for the respective periods ended ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q.. 5.6.24.5.2. At the date of each balance sheet included in the MainSource Premier Financial Statements, MainSource Premier did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MainSource Premier Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.6.34.5.3. MainSource (x) has implemented and maintains a system of internal control over financial reporting (Except as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes disclosed in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizationsPremier Disclosure Schedule 4.5.3, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to MainSource, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of MainSource by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to MainSource outside auditors and the audit committee of the MainSource Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect MainSource’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in MainSource’s internal control over financial reporting. These disclosures (if any) were made in writing by management to MainSource’s auditors and audit committee and a copy has previously been made available to Cheviot Financial. As of the date hereof, MainSource has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 5.6.4. Since December 31, 2014, (A) neither MainSource nor any MainSource Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of MainSource or any MainSource Subsidiary 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 MainSource or any MainSource Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that MainSource or any MainSource Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing MainSource or any MainSource Subsidiary, whether or not employed by MainSource or any MainSource Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board of Directors or any committee thereof or to any of its directors or officers. 5.6.5. MainSource has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 (the “MainSource Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the MainSource Reports complied, Premier and each MainSource Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, and the Xxxx-Xxxxx Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the MainSource Reports. None of the MainSource Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of MainSource has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of MainSource no enforcement action has been initiated by the SEC against MainSource or its officers or directors relating to disclosures contained in any MainSource Report. 5.6.6. MainSource and each MainSource Premier Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 2011 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The MainSource Premier Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.5.4. The records, systems, controls, data and information of Premier, Premier Delaware and Synergy Bank are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Premier, Premier Delaware or Synergy Bank or accountants (including all means of access thereto and therefrom). Premier, Premier Delaware and Synergy Bank have devised and maintained a system of internal accounting controls sufficient to provide reasonable assurances: (i) that the assets of Premier, Premier Delaware and Synergy Bank are properly recorded; and (ii) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. No reportable conditions or material weaknesses (each as defined in AU 325 of the AICPA Professional Standards) have been discovered in connection with the audits of the Premier Financial Statements by Premier's certified public accountants. 4.5.5. Except as disclosed in Premier Disclosure Schedule 4.5.5, since January 1, 2012, to the Knowledge of Premier (A) neither Premier nor any Premier Subsidiary nor any director, officer, employee, auditor, accountant or representative of Premier or any Premier Subsidiary 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 Premier or any Premier Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Premier or any Premier Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing Premier or any Premier Subsidiary, whether or not employed by Premier or any Premier Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its board of directors or any committee thereof or to any of its directors or officers.

Financial Statements, Reports. 5.6.1. MainSource Northwest Bancshares has previously made available to Cheviot Financial LNB Bancorp the MainSource Northwest Bancshares Financial Statements. The MainSource Northwest Bancshares Financial Statements have been prepared in accordance with GAAP from the books and records of MainSource and each MainSource SubsidiaryGAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, operations and cash flows, and changes to shareholders’ equity flows of MainSource Northwest Bancshares and the MainSource Northwest Bancshares Subsidiaries on a consolidated basis as of and for the respective periods ended ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.6.2. At the date of each balance sheet included in the MainSource Northwest Bancshares Financial Statements, MainSource Northwest Bancshares did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MainSource Northwest Bancshares Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.6.3. MainSource Northwest Bancshares (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to MainSourceNorthwest Bancshares, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of MainSource Northwest Bancshares by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to MainSource Northwest Bancshares outside auditors and the audit committee of the MainSource Northwest Bancshares Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect MainSourceNorthwest Bancshares’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in MainSourceNorthwest Bancshares’s internal control over financial reporting. These disclosures (if any) were made in writing by management to MainSource’s Northwest Bancshares auditors and audit committee and a copy has previously been made available to Cheviot Financial. As of the date hereof, MainSource has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next dueLNB Bancorp. 5.6.4. Since December 31, 20142013, (A) neither MainSource Northwest Bancshares nor any MainSource Northwest Bancshares Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of MainSource Northwest Bancshares or any MainSource Northwest Bancshares Subsidiary 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 MainSource Northwest Bancshares or any MainSource Northwest Bancshares Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that MainSource Northwest Bancshares or any MainSource Northwest Bancshares Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing MainSource Northwest Bancshares or any MainSource Northwest Bancshares Subsidiary, whether or not employed by MainSource Northwest Bancshares or any MainSource Northwest Bancshares Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board board of Directors directors or any committee thereof or to any of its directors or officers. 5.6.5. MainSource Northwest Bancshares has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 2013 (the “MainSource Northwest Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the MainSource Northwest Reports complied, and each MainSource Northwest Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, and the Xxxx-Xxxxx Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the MainSource Northwest Reports. None of the MainSource Northwest Bancshares Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of MainSource Northwest Bancshares has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of MainSource Northwest Bancshares no enforcement action has been initiated by the SEC against MainSource Northwest Bancshares or its officers or directors relating to disclosures contained in any MainSource Northwest Report. 5.6.6. MainSource Except as disclosed in Northwest Bancshares Disclosure Schedule 5.6.6, Northwest Bancshares and each MainSource Northwest Bancshares Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 2013 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The MainSource Northwest Bancshares Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.6.1. MainSource Cape Bancorp has previously made available to Cheviot Colonial Financial the MainSource Cape Bancorp Financial Statements. The MainSource Cape Bancorp Financial Statements have been prepared in accordance with GAAP from the books and records of MainSource and each MainSource SubsidiaryGAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, operations and cash flows, and changes to shareholders’ equity flows of MainSource Cape Bancorp and the MainSource Cape Bancorp Subsidiaries on a consolidated basis as of and for the respective periods ended ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.6.2. At the date of each balance sheet included in the MainSource Cape Bancorp Financial Statements, MainSource Cape Bancorp did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MainSource Cape Bancorp Financial Statements or in the footnotes thereto which are not fully reflected or reserved against therein in accordance with GAAP or appropriately fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.6.3. MainSource Cape Bancorp (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to MainSourceCape Bancorp, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of MainSource Cape Bancorp by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to MainSource Cape Bancorp outside auditors and the audit committee of the MainSource Cape Bancorp Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect MainSourceCape Bancorp’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in MainSourceCape Bancorp’s internal control over financial reporting. These disclosures (if any) were made in writing by management to MainSource’s Cape Bancorp auditors and audit committee and a copy has previously been made available to Cheviot Colonial Financial. As of the date hereof, MainSource has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 5.6.4. Since December 31, 20142013, (A) neither MainSource Cape Bancorp nor any MainSource Cape Bancorp Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of MainSource Cape Bancorp or any MainSource Cape Bancorp Subsidiary 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 MainSource Cape Bancorp or any MainSource Cape Bancorp Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that MainSource Cape Bancorp or any MainSource Cape Bancorp Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing MainSource Cape Bancorp or any MainSource Cape Bancorp Subsidiary, whether or not employed by MainSource Cape Bancorp or any MainSource Cape Bancorp Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board board of Directors directors or any committee thereof or to any of its directors or officers. 5.6.5. MainSource Cape Bancorp has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 2013 (the “MainSource Cape Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the MainSource Cape Reports complied, and each MainSource Cape Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, and the Xxxx-Xxxxx Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the MainSource Cape Reports. None of the MainSource Cape Bancorp Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of MainSource Cape Bancorp has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of MainSource Cape Bancorp no enforcement action has been initiated by the SEC against MainSource Cape Bancorp or its officers or directors relating to disclosures contained in any MainSource Cape Report. 5.6.6. MainSource and each MainSource Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The MainSource Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.6.14.6.1. MainSource LNB Bancorp has previously made available to Cheviot Financial Northwest Bancshares the MainSource LNB Bancorp Financial Statements. The MainSource LNB Bancorp Financial Statements have been prepared in accordance with GAAP from the books and records of MainSource and each MainSource SubsidiaryGAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, operations and cash flows, and changes to shareholders’ equity flows of MainSource LNB Bancorp and the MainSource LNB Bancorp Subsidiaries on a consolidated basis as of and for the respective periods ended ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.6.24.6.2. At the date of each balance sheet included in the MainSource LNB Bancorp Financial Statements, MainSource LNB Bancorp did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MainSource LNB Bancorp Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.6.34.6.3. MainSource Except as disclosed in LNB Bancorp Disclosure Schedule 4.6.3, LNB Bancorp and each LNB Bancorp Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2013 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The LNB Bancorp Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.4. LNB Bancorp (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to MainSourceLNB Bancorp, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of MainSource LNB Bancorp by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to MainSource LNB Bancorp outside auditors and the audit committee of the MainSource LNB Bancorp Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect MainSourceLNB Bancorp’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in MainSourceLNB Bancorp’s internal control over financial reporting. These disclosures (if any) were made in writing by management to MainSource’s LNB Bancorp auditors and audit committee and a copy has previously been made available to Cheviot Financial. As of the date hereof, MainSource has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next dueNorthwest Bancshares. 5.6.44.6.5. Since December 31, 20142013, (A) neither MainSource LNB Bancorp nor any MainSource LNB Bancorp Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of MainSource LNB Bancorp or any MainSource LNB Bancorp Subsidiary 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 MainSource LNB Bancorp or any MainSource LNB Bancorp Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that MainSource LNB Bancorp or any MainSource LNB Bancorp Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing MainSource LNB Bancorp or any MainSource LNB Bancorp Subsidiary, whether or not employed by MainSource LNB Bancorp or any MainSource LNB Bancorp Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board board of Directors directors or any committee thereof or to any of its directors or officers. 5.6.54.6.6. MainSource LNB Bancorp has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 2013 (the “MainSource LNB Bancorp Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the MainSource LNB Bancorp Reports complied, and each MainSource LNB Bancorp Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (the “Xxxx-Xxxxx Act”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the MainSource LNB Bancorp Reports. None of the MainSource LNB Bancorp Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of MainSource LNB Bancorp has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of MainSource LNB Bancorp no enforcement action has been initiated by the SEC against MainSource LNB Bancorp or its officers or directors relating to disclosures contained in any MainSource LNB Bancorp Report. 5.6.6. MainSource and each MainSource Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The MainSource Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

Financial Statements, Reports. 5.6.1. MainSource Northwest Bancshares has previously made available to Cheviot MutualFirst Financial the MainSource Northwest Bancshares Financial Statements. The MainSource Northwest Bancshares Financial Statements have been prepared in accordance with GAAP from the books and records of MainSource and each MainSource SubsidiaryGAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, operations and cash flows, and changes to shareholders’ equity flows of MainSource Northwest Bancshares and the MainSource Northwest Bancshares Subsidiaries on a consolidated basis as of and for the respective periods ended ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 5.6.2. At the date of each balance sheet included in the MainSource Northwest Bancshares Financial Statements, MainSource Northwest Bancshares did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MainSource Northwest Bancshares Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.6.3. MainSource Northwest Bancshares (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to MainSourceNorthwest Bancshares, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of MainSource Northwest Bancshares by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to MainSource Northwest Bancshares outside auditors and the audit committee of the MainSource Northwest Bancshares Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect MainSource’s Northwest Bancshares’ ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in MainSource’s Northwest Bancshares’ internal control over financial reporting. These disclosures (if any) were made in writing by management to MainSource’s Northwest Bancshares’ auditors and audit committee and a copy has previously been made available to Cheviot MutualFirst Financial. As of the date hereof, MainSource has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 5.6.4. Since December 31, 20142018, (A) neither MainSource Northwest Bancshares nor any MainSource Northwest Bancshares Subsidiary nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of MainSource Northwest Bancshares or any MainSource Northwest Bancshares Subsidiary 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 MainSource Northwest Bancshares or any MainSource Northwest Bancshares Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that MainSource Northwest Bancshares or any MainSource Northwest Bancshares Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing MainSource Northwest Bancshares or any MainSource Northwest Bancshares Subsidiary, whether or not employed by MainSource Northwest Bancshares or any MainSource Northwest Bancshares Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers, directors, employees or agents to its Board of Directors or any committee thereof or to any of its directors or officers. 5.6.5. MainSource Northwest Bancshares has filed all reports, schedules, registration statements, prospectuses, and other documents, together with all amendments thereto, required to be filed with the SEC since December 31, 2014 2018 (the “MainSource Northwest Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the MainSource Northwest Reports complied, and each MainSource Northwest Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, and the Xxxx-Xxxxx Act, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the MainSource Northwest Reports. None of the MainSource Northwest Bancshares Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of MainSource Northwest Bancshares has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act and to the Knowledge of MainSource Northwest Bancshares no enforcement action has been initiated by the SEC against MainSource Northwest Bancshares or its officers or directors relating to disclosures contained in any MainSource Northwest Report. 5.6.6. MainSource Except as disclosed in Northwest Bancshares Disclosure Schedule 5.6.6, Northwest Bancshares and each MainSource Northwest Bancshares Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 2018 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The MainSource Northwest Bancshares Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.