Common use of Financial Statements; SEC Filings; Books and Records Clause in Contracts

Financial Statements; SEC Filings; Books and Records. True, correct and complete copies of the consolidated statements of condition of Target and its Subsidiaries as of December 31 for the fiscal years 2011 and 2010 and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years 2011 through 2009, inclusive, are included in Target’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended, filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case accompanied by the audit report of Xxxxx Xxxxxxx LLP, independent public accountants with respect to Target, and the interim financial statements of Target as of and for the six months ended June 30, 2012 and 2011, as included in the Target Quarterly Report on Form 10-Q for the period ended June 30, 2012 as filed with the SEC. The financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects, and the financial statements referred to in Section 6.7 will fairly present in all material respects (subject, in the case of any unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Target and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects, and the financial statements referred to in Section 6.7 will comply in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 will be, prepared in all material respects in accordance with accounting principles generally accepted in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. Target’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and all reports filed pursuant to the Exchange Act since December 31, 2011 comply in all material respects with the appropriate accounting and all other applicable SEC requirements for such reports under rules and regulations of the SEC with respect thereto. Target has made available to WAL true, correct and complete copies of all written correspondence between the SEC and Target and any of its Subsidiaries occurring since January 1, 2010 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the reports. None of Target’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The books and records of Target have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; SEC Filings; Books and Records. True, correct and complete copies of the NewMil’s consolidated statements of condition of Target NewMil and its Subsidiaries as of December 31 for the fiscal years 2011 2004 and 2010 2005 and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years 2011 2003 through 20092005, inclusive, are included available in TargetNewMil’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended, 2005 filed with the SEC under the Securities and Exchange Act of 1934, as amended Commission (the “Exchange ActSEC”), in each case accompanied by the audit report of Xxxxx Xxxxxxx PricewaterhouseCoopers LLP, independent public accountants with respect to Target, NewMil and the interim financial statements of Target as of and for the six months ended June 30, 2012 and 2011, as included in the Target Quarterly Report on Form 10-Q for the period ended June 30, 2012 as filed with the SECits Subsidiaries. The financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respectspresent, and the financial statements referred to in Section 6.7 will fairly present in all material respects (subject, in the case of any the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Target NewMil and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respectscomply, and the financial statements referred to in Section 6.7 will comply in all material respectscomply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 will be, prepared in all material respects in accordance with accounting principles generally accepted in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. TargetNewMil’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2005 and all reports filed pursuant to with the Exchange Act SEC since December 31, 2011 2005 comply in all material respects with the appropriate accounting and all other applicable SEC requirements for such reports under rules and regulations of the SEC with respect thereto. Target has made available to WAL true, correct and complete copies of all written correspondence between the SEC and Target and any of its Subsidiaries occurring since January 1, 2010 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the reports. None of Target’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The books and records of Target NewMil have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; SEC Filings; Books and Records. TrueTower has previously delivered to First Xxxxxxx true, correct and complete copies of the consolidated statements of condition of Target Tower and its Subsidiaries as of December 31 for the fiscal years 2011 2007 and 2010 2008 and the related consolidated statements of income, stockholdersshareholders’ equity and cash flows for the fiscal years 2011 2006 through 20092008, inclusive, are as included in TargetTower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended2008, filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case accompanied by the audit report of Xxxxx Xxxxxxx LLPXxxxxx & Company, LLC, an independent registered public accountants with respect to TargetTower, the consolidated financial statements of Graystone Financial Corp. as of December 31, 2007 and 2008, accompanied by the audit report of Xxxxx Xxxxxx Company LLP, an independent registered public accounting firm with respect to Tower and Graystone Financial Corp. filed with the SEC on June 1, 2009 in connection with a Form 8-K/A of Tower, and the interim financial statements of Target Tower as of and for the six nine months ended June September 30, 2012 2009 and 20112008, as included in the Target Quarterly Report Tower quarterly report on Form 10-Q for the period ended June September 30, 2012 2009 as filed with the SEC. The financial statements referred to in this Section 3.6 4.9 (including the related notes, where applicable) fairly present in all material respects, and the financial statements referred to in Section 6.7 will fairly present in all material respects (subject, in the case of any unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Target Tower and its Subsidiaries or Graystone Financial Corp and its subsidiaries, as applicable, for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects, and the financial statements referred to in Section 6.7 will comply in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 will be, been prepared in all material respects in accordance with accounting principles generally accepted in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. TargetTower’s Annual Quarterly Report on Form 10-K Q for the fiscal year quarter ended December 31September 30, 2011 2009 and all reports filed pursuant to with the Exchange Act SEC since December 31September 30, 2011 2009 comply in all material respects with the appropriate accounting and all other applicable SEC requirements for such reports under rules and regulations of the SEC with respect thereto. Target , and Tower has previously delivered or made available to WAL First Xxxxxxx true, correct and complete copies of all written correspondence between the SEC and Target and any of its Subsidiaries occurring since January 1, 2010 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the such reports. None of Target’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The books and records of Target Tower have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; SEC Filings; Books and Records. TrueWxxxxxx has previously delivered to NewMil true, correct and complete copies of the consolidated statements of condition of Target Wxxxxxx and its Subsidiaries as of December 31 for the fiscal years 2011 2004 and 2010 2005 and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years 2011 2003 through 20092005, inclusive, are included as reported in Target’s Wxxxxxx’x Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended, 2005 filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)SEC, in each case accompanied by the audit report of Xxxxx Xxxxxxx KPMG LLP, independent public accountants with respect to Target, and the interim financial statements of Target as of and for the six months ended June 30, 2012 and 2011, as included in the Target Quarterly Report on Form 10-Q for the period ended June 30, 2012 as filed with the SECWxxxxxx. The financial statements referred to in this Section 3.6 4.8 (including the related notes, where applicable) fairly present in all material respectspresent, and the financial statements referred filed by Wxxxxxx on Form 10-Q or Form 10-K with the SEC subsequent to in Section 6.7 the date hereof will fairly present in all material respects (subject, in the case of any unaudited statements, to recurring audit adjustments normal in nature and amount)present, the results of the consolidated operations and consolidated financial condition of Target Wxxxxxx and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects, and the financial statements referred to in Section 6.7 will comply in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 will be, been prepared in all material respects in accordance with accounting principles generally accepted in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. Target’s Xxxxxxx’x Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2005 and all reports filed pursuant to with the Exchange Act SEC since December 31, 2011 2005 comply in all material respects with the appropriate accounting and all other applicable SEC requirements for such reports under rules and regulations of the SEC with respect thereto. Target , and Wxxxxxx has previously delivered or made available to WAL NewMil true, correct and complete copies of all written correspondence between the SEC and Target and any of its Subsidiaries occurring since January 1, 2010 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the such reports. None of Target’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The books and records of Target Wxxxxxx have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; SEC Filings; Books and Records. TrueWAL has previously delivered to Target true, correct and complete copies of the consolidated statements of condition of Target WAL and its Subsidiaries as of December 31 for the fiscal years 2011 and 2010 and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years 2011 through 2009, inclusive, are as included in TargetWAL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended, 2011 filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)SEC, in each case accompanied by the audit report of Xxxxx Xxxxxxx McGladrey & Xxxxxx, LLP, independent public accountants with respect to TargetWAL, and the interim financial statements of Target WAL as of and for the six months ended June 30, 2012 and 2011, as included in the Target WAL Quarterly Report on Form 10-Q for the period ended June 30, 2012 as filed with the SEC. The financial statements referred to in this Section 3.6 4.9 (including the related notes, where applicable) fairly present in all material respects, and the financial statements referred to in Section 6.7 will fairly present in all material respects (subject, in the case of any unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Target WAL and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects, and the financial statements referred to in Section 6.7 will comply in all material respects, respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 will be, been prepared in all material respects in accordance with accounting principles generally accepted in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. TargetWAL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and all reports filed pursuant to with the Exchange Act SEC since December 31, 2011 comply in all material respects with the appropriate accounting and all other applicable SEC requirements for such reports under rules and regulations of the SEC with respect thereto. Target , and WAL has previously delivered or made available to WAL Target true, correct and complete copies of all written correspondence between the SEC and Target and any of its Subsidiaries occurring since January 1, 2010 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the such reports. None of Target’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The books and records of Target WAL have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; SEC Filings; Books and Records. True, correct and complete copies of the consolidated statements balance sheets of condition of Target Bridge and its Subsidiaries as of December 31 for the fiscal years 2011 2014 and 2010 2013 and the related consolidated statements of operations, comprehensive income, stockholdersshareholders’ equity and cash flows for the fiscal years 2011 2014 through 20092012, inclusive, are included in TargetBridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended2014, filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case accompanied by the audit report of Xxxxx Xxxxxxx Vavrinek Trine Day & Co. LLP, independent public accountants with respect to Target, and the interim financial statements of Target as of and for the six months ended June 30, 2012 and 2011, as included in the Target Quarterly Report on Form 10-Q for the period ended June 30, 2012 as filed with the SECBridge. The financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects, and the financial statements referred to in Section 6.7 will fairly present in all material respects (subject, in the case of any unaudited statements, to recurring audit adjustments normal in nature and amount)respects, the results of the consolidated operations and consolidated financial condition of Target Bridge and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects, and the financial statements referred to in Section 6.7 will comply in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 will be, prepared in all material respects in accordance with accounting principles generally accepted in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. Targetthereto. Bridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2014 and all reports filed pursuant to the Exchange Act since December 31, 2011 2014 comply in all material respects with the appropriate accounting and all other applicable SEC requirements for such reports under rules and regulations of the SEC with respect thereto. Target Bridge has made available to WAL true, correct and complete copies of all written correspondence between the SEC and Target Bridge and any of its Subsidiaries occurring since January 1, 2010 2012 and prior to the date of this Agreement. There Except as set forth at Section 3.6 of the Bridge Disclosure Schedule, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the reportsBridge SEC Reports. None of TargetBridge’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The books and records of Target Bridge have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Vavrinek Trine Day & Co. LLP has not resigned (or informed Bridge that it intends to resign) or been dismissed as independent public accountants of Bridge as a result of or in connection with any disagreements with Bridge on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements; SEC Filings; Books and Records. TrueWAL has previously made available to Bridge true, correct and complete copies of the consolidated statements balance sheets of condition of Target WAL and its Subsidiaries as of December 31 for the fiscal years 2011 2014 and 2010 2013 and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the fiscal years 2011 2014 through 20092012, inclusive, are as included in TargetWAL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended, 2014 filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)SEC, in each case accompanied by the audit report of Xxxxx Xxxxxxx McGladrey LLP, independent public accountants with respect to Target, and the interim financial statements of Target as of and for the six months ended June 30, 2012 and 2011, as included in the Target Quarterly Report on Form 10-Q for the period ended June 30, 2012 as filed with the SECWAL. The financial statements referred to in this Section 3.6 4.9 (including the related notes, where applicable) fairly present in all material respects, and the financial statements referred to in Section 6.7 will fairly present in all material respects (subject, in the case of any unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Target WAL and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply complies in all material respects, and the financial statements referred to in Section 6.7 will comply in all material respects, respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 will be, been prepared in all material respects in accordance with accounting principles generally accepted in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. Targetthereto. WAL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2014 and all reports filed pursuant to with the Exchange Act SEC since December 31, 2011 2014 comply in all material respects with the appropriate accounting and all other applicable SEC requirements for such reports under rules and regulations of the SEC with respect thereto. Target , and WAL has previously delivered or made available to WAL Bridge true, correct and complete copies of all written correspondence between the SEC and Target and any of its Subsidiaries occurring since January 1, 2010 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the such reports. None of Target’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The books and records of Target WAL have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; SEC Filings; Books and Records. TrueFirst Xxxxxxx has previously made available to Tower true, correct and complete copies of the consolidated statements of condition of Target First Xxxxxxx and its the First Xxxxxxx Subsidiaries as of December 31 for the fiscal years 2011 2007 and 2010 2008 and the related consolidated statements of income, stockholdersshareholders’ equity and cash flows for the fiscal years 2011 2006 through 20092008, inclusive, are included as reported in TargetFirst Chester’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended2008, filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case accompanied by the audit report of Xxxxx Xxxxxxx Xxxxxxxx LLP, independent public accountants with respect to TargetFirst Xxxxxxx, and the interim financial statements of Target First Xxxxxxx as of and for the six nine months ended June September 30, 2012 2009 and 20112008, as included in the Target Quarterly Report First Xxxxxxx quarterly report on Form 10-Q for the period ended June September 30, 2012 2009, as filed with the SEC. The financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respectspresent, and the financial statements referred to in Section 6.7 6.2 will fairly present in all material respects (subject, in the case of any the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Target First Xxxxxxx and its the First Xxxxxxx Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respectscomply, and the financial statements referred to in Section 6.7 6.2 will comply in all material respectscomply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 6.2 will be, prepared in all material respects in accordance with generally accepted accounting principles generally accepted in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. TargetFirst Chester’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2008 and all reports filed pursuant to the Exchange Act since December 31, 2011 comply 2008 comply, and all reports filed pursuant to the Exchange Act from the date of this Agreement referred to in Section 6.2 will comply, in all material respects with the appropriate Exchange Act and the rules and regulations of the SEC with respect thereto, including, without limitation, the accounting and all other applicable SEC requirements for such reports under rules and regulations of the SEC with respect thereto. Target , and First Xxxxxxx has previously delivered or made available to WAL Tower true, correct and complete copies of all written correspondence between the SEC and Target and any of its Subsidiaries occurring since January 1, 2010 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the such reports. None of Target’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The books and records of Target First Xxxxxxx and each of the First Xxxxxxx Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; SEC Filings; Books and Records. TrueWestern has previously delivered to BN true, correct and complete copies of the consolidated statements of condition of Target Western and its Subsidiaries as of December 31 for the fiscal years 2011 2003 and 2010 2004 and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years 2011 2002 through 20092004, inclusive, are as included in TargetWestern’s Annual Report Registration Statement on Form 10-K for the fiscal year ended December 31, 2011, as amended, S-1 filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)SEC, in each case accompanied by the audit report of Xxxxx Xxxxxxx McGladrey & Pxxxxx, LLP, independent public accountants with respect to TargetWestern, and the interim financial statements of Target Western as of and for the six nine months ended June September 30, 2012 2005 and 20112004, as included in the Target Quarterly Report Western quarterly report on Form 10-Q for the period ended June September 30, 2012 2005 as filed with the SEC. The financial statements referred to in this Section 3.6 4.7 (including the related notes, where applicable) fairly present in all material respects, and the financial statements referred to in Section 6.7 will fairly present in all material respects (subject, in the case of any unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Target Western and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects, and the financial statements referred to in Section 6.7 will comply in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 will be, been prepared in all material respects in accordance with accounting principles generally accepted in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. TargetWestern’s Annual Report quarterly report on Form 10-K Q for the fiscal year quarter ended December 31September 30, 2011 2005 and all reports filed pursuant to with the Exchange Act SEC since December 31September 30, 2011 2005 comply in all material respects with the appropriate accounting and all other applicable SEC requirements for such reports under rules and regulations of the SEC with respect thereto. Target , and Western has previously delivered or made available to WAL BN true, correct and complete copies of all written correspondence between the SEC and Target and any of its Subsidiaries occurring since January 1, 2010 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the such reports. None of Target’s Subsidiaries is required to file periodic All reports filed by Western with the SEC pursuant to Section 13 under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), comply in all material respects with the appropriate requirements for such reports under the Exchange Act, and Western has previously made available to BN true, correct and complete copies of such reports. The books and records of Target Western have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; SEC Filings; Books and Records. TrueBuyer has previously delivered to LNB true, correct and complete copies of the consolidated statements of condition of Target CNB and its Subsidiaries as of December 31 for the fiscal years 2011 2013 and 2010 2014 and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years 2011 2012 through 20092014, inclusive, are as included in TargetCNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended, filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)SEC, in each case accompanied by the audit report of Xxxxx Xxxxxxx LLP, independent public accountants with respect to TargetCNB, and the interim financial statements of Target CNB as of and for the six nine months ended June September 30, 2012 2015 and 20112014, as included in the Target Quarterly Report CNB quarterly report on Form 10-Q for the period ended June September 30, 2012 2015 as filed with the SEC. The financial statements referred to in this Section 3.6 4.7 (including the related notes, where applicable) fairly present in all material respects, and the financial statements referred to in Section 6.7 will fairly present in all material respects (subject, in the case of any unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Target CNB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects, and the financial statements referred to in Section 6.7 will comply in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 will be, been prepared in all material respects in accordance with accounting principles generally accepted in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. TargetCNB’s Annual Report quarterly report on Form 10-K Q for the fiscal year quarter ended December 31September 30, 2011 2015 and all reports filed pursuant to with the Exchange Act SEC since December 31September 30, 2011 2015 comply in all material respects with the appropriate accounting and all other applicable SEC requirements for such reports under rules and regulations of the SEC with respect thereto. Target , and Buyer has previously delivered or made available to WAL LNB true, correct and complete copies of all written correspondence between the SEC and Target and any of its Subsidiaries occurring since January 1, 2010 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the such reports. None of Target’s Subsidiaries is required to file periodic All reports filed by CNB with the SEC pursuant to Section 13 under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), comply in all material respects with the appropriate requirements for such reports under the Exchange Act, and Buyer has previously made available to LNB true, correct and complete copies of such reports. The books and records of Target Buyer have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; SEC Filings; Books and Records. TrueFirst Xxxxxxx has previously made available to Tower true, correct and complete copies of the consolidated statements of condition of Target First Xxxxxxx and its the First Xxxxxxx Subsidiaries as of December 31 for the fiscal years 2011 2007 and 2010 2008 and the related consolidated statements of income, stockholdersshareholders’ equity and cash flows for the fiscal years 2011 2006 through 20092008, inclusive, are included as reported in TargetFirst Chester’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended2008, filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case accompanied by the audit report of Xxxxx Xxxxxxx Xxxxxxxx LLP, independent public accountants with respect to TargetFirst Xxxxxxx, and the interim financial statements of Target First Xxxxxxx as of and for the six nine months ended June September 30, 2012 2009 and 20112008, as included in the Target Quarterly Report First Xxxxxxx quarterly report on Form 10-Q for the period ended June September 30, 2012 2009, as filed with the SEC. The financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respectspresent, and the financial statements referred to in Section 6.7 6.2 will fairly present in all material respects (subject, in the case of any the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Target First Xxxxxxx and its the First Xxxxxxx Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respectscomply, and the financial statements referred to in Section 6.7 6.2 will comply in all material respectscomply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 6.2 will be, prepared in all material respects in accordance with generally accepted accounting principles generally accepted in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. TargetFirst Chester’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2008 and all reports filed pursuant to the Exchange Act since December 31, 2011 comply 2008 comply, and all reports filed pursuant to the Exchange Act from the date of this Agreement referred to in Section 6.2 will comply, in all material respects with the appropriate Exchange Act and the rules and regulations of the SEC with respect thereto, including, without limitation, the accounting and all other applicable SEC requirements for such reports under rules and regulations of the SEC with respect thereto. Target , and First Xxxxxxx has previously delivered or made available to WAL Tower true, correct and complete copies of all written correspondence between the SEC and Target and any of its Subsidiaries occurring since January 1, 2010 and prior to the date of this Agreement. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the such reports. None of Target’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The books and records of Target First Xxxxxxx and each of the First Xxxxxxx Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements...