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

Financial Statements; SEC Filings; Books and Records. WAL has previously delivered to Target true, correct and complete copies of the consolidated statements of condition of 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, as included in WAL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the SEC, in each case accompanied by the audit report of McGladrey & Xxxxxx, LLP, independent public accountants with respect to WAL, and the interim financial statements of WAL as of and for the six months ended June 30, 2012 and 2011, as included in the 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 4.9 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and consolidated financial condition of 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 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 prepared in all material respects in accordance with 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. WAL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and all reports filed with the 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, and WAL has previously delivered or made available to Target true, correct and complete copies of such reports. The books and records of 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. WAL has previously delivered to Target true, correct and complete copies of the NewMil’s consolidated statements of condition of WAL 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, as included are available in WALNewMil’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2005 filed with the Securities and Exchange Commission (“SEC”), in each case accompanied by the audit report of McGladrey & Xxxxxx, PricewaterhouseCoopers LLP, independent public accountants with respect to WAL, NewMil and the interim financial statements of WAL as of and for the six months ended June 30, 2012 and 2011, as included in the WAL 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 4.9 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.7 will fairly present (subject, in all material respects the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of WAL 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 comply, and the financial statements referred to in all material respects Section 6.7 will comply, 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 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. WALNewMil’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2005 and all reports filed with the 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, and WAL has previously delivered or made available to Target true, correct and complete copies of such reports. The books and records of WAL 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. WAL has previously delivered to Target trueTrue, correct and complete copies of the consolidated statements of condition of WAL 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, as are included in WALTarget’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2011, as amended, filed with the SECSEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case accompanied by the audit report of McGladrey & Xxxxxx, Xxxxx Xxxxxxx LLP, independent public accountants with respect to WALTarget, and the interim financial statements of WAL Target as of and for the six months ended June 30, 2012 and 2011, as included in the WAL 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 4.9 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 WAL 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 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 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. WALTarget’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and all reports filed with pursuant to the SEC 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, and WAL . Target has previously delivered or made available to Target WAL true, correct and complete copies of such 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 WAL 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. WAL Wxxxxxx has previously delivered to Target NewMil true, correct and complete copies of the consolidated statements of condition of WAL 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, as included reported in WAL’s Wxxxxxx’x Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2005 filed with the SEC, in each case accompanied by the audit report of McGladrey & Xxxxxx, KPMG LLP, independent public accountants with respect to WAL, and the interim financial statements of WAL as of and for the six months ended June 30, 2012 and 2011, as included in the WAL 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 4.9 4.8 (including the related notes, where applicable) fairly present in all material respects present, and the financial statements filed by Wxxxxxx on Form 10-Q or Form 10-K with the SEC subsequent to the date hereof will fairly present, the results of the consolidated operations and consolidated financial condition of WAL 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 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 prepared in all material respects in accordance with 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. WAL’s Xxxxxxx’x Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2005 and all reports filed with the 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, and WAL Wxxxxxx has previously delivered or made available to Target NewMil true, correct and complete copies of such reports. The books and records of WAL 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. WAL Tower has previously delivered to Target First Xxxxxxx true, correct and complete copies of the consolidated statements of condition of WAL 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, as included in WALTower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2008, filed with the SECSEC under the Exchange Act, in each case accompanied by the audit report of McGladrey Xxxxx Xxxxxxx Xxxxxx & XxxxxxCompany, LLPLLC, an independent registered public accountants with respect to WALTower, 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 WAL Tower as of and for the six nine months ended June September 30, 2012 2009 and 20112008, as included in the WAL 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 4.9 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and consolidated financial condition of WAL 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 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 prepared in all material respects in accordance with 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. WALTower’s Annual Quarterly Report on Form 10-K Q for the fiscal year quarter ended December 31September 30, 2011 2009 and all reports filed with the 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, and WAL Tower has previously delivered or made available to Target First Xxxxxxx true, correct and complete copies of such reports. The books and records of WAL 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. WAL First Xxxxxxx has previously delivered made available to Target Tower true, correct and complete copies of the consolidated statements of condition of WAL 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, as included reported in WALFirst Chester’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2008, filed with the SECSEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case accompanied by the audit report of McGladrey & Xxxxxx, Xxxxx Xxxxxxxx LLP, independent public accountants with respect to WALFirst Xxxxxxx, and the interim financial statements of WAL First Xxxxxxx as of and for the six nine months ended June September 30, 2012 2009 and 20112008, as included in the WAL 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 4.9 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.2 will fairly present (subject, in all material respects the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of WAL 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 comply, and the financial statements referred to in all material respects Section 6.2 will comply, 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 been, and the financial statements referred to in Section 6.2 will be, prepared in all material respects in accordance with generally accepted accounting principles 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. WALFirst Chester’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2008 and all reports filed with pursuant to the SEC 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, and WAL First Xxxxxxx has previously delivered or made available to Target Tower true, correct and complete copies of such reports. The books and records of WAL 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. WAL Buyer has previously delivered to Target LNB true, correct and complete copies of the consolidated statements of condition of WAL 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, as included in WALCNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the SEC, in each case accompanied by the audit report of McGladrey & Xxxxxx, Xxxxx Xxxxxxx LLP, independent public accountants with respect to WALCNB, and the interim financial statements of WAL CNB as of and for the six nine months ended June September 30, 2012 2015 and 20112014, as included in the WAL 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 4.9 4.7 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and consolidated financial condition of WAL 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 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 prepared in all material respects in accordance with 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. WALCNB’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 with the 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, and WAL Buyer has previously delivered or made available to Target LNB true, correct and complete copies of such reports. All reports filed by CNB with the SEC 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 WAL 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. WAL First Xxxxxxx has previously delivered made available to Target Tower true, correct and complete copies of the consolidated statements of condition of WAL 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, as included reported in WALFirst Chester’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2008, filed with the SECSEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case accompanied by the audit report of McGladrey & Xxxxxx, Xxxxx Xxxxxxxx LLP, independent public accountants with respect to WALFirst Xxxxxxx, and the interim financial statements of WAL First Xxxxxxx as of and for the six nine months ended June September 30, 2012 2009 and 20112008, as included in the WAL 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 4.9 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.2 will fairly present (subject, in all material respects the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of WAL 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 comply, and the financial statements referred to in all material respects Section 6.2 will comply, 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 been, and the financial statements referred to in Section 6.2 will be, prepared in all material respects in accordance with generally accepted accounting principles 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. WALFirst Chester’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2008 and all reports filed with pursuant to the SEC 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, and WAL First Xxxxxxx has previously delivered or made available to Target Tower true, correct and complete copies of such reports. The books and records of WAL 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. WAL has previously delivered to Target trueTrue, correct and complete copies of the consolidated statements balance sheets of condition of WAL 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, as are included in WALBridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2014, filed with the SECSEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case accompanied by the audit report of McGladrey Vavrinek Trine Day & Xxxxxx, Co. LLP, independent public accountants with respect to WAL, and the interim financial statements of WAL as of and for the six months ended June 30, 2012 and 2011, as included in the WAL 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 4.9 3.6 (including the related notes, where applicable) fairly present in all material respects respects, and the financial statements referred to in Section 6.7 will fairly present in all material respects, the results of the consolidated operations and consolidated financial condition of WAL 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 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 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. WALthereto. Bridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2014 and all reports filed with pursuant to the SEC 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, and WAL . Bridge has previously delivered or made available to Target WAL true, correct and complete copies of such reportsall written correspondence between the SEC and Bridge and any of its Subsidiaries occurring since January 1, 2012 and prior to the date of this Agreement. 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 Bridge SEC Reports. None of Bridge’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 WAL 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. WAL Western has previously delivered to Target BN true, correct and complete copies of the consolidated statements of condition of WAL 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, as included in WALWestern’s Annual Report Registration Statement on Form 10-K for the fiscal year ended December 31, 2011 S-1 filed with the SEC, in each case accompanied by the audit report of McGladrey & XxxxxxPxxxxx, LLP, independent public accountants with respect to WALWestern, and the interim financial statements of WAL Western as of and for the six nine months ended June September 30, 2012 2005 and 20112004, as included in the WAL 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 4.9 4.7 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and consolidated financial condition of WAL 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 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 prepared in all material respects in accordance with 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. WALWestern’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 with the 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, and WAL Western has previously delivered or made available to Target BN true, correct and complete copies of such reports. All reports filed by Western with the SEC 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 WAL 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. WAL has previously delivered made available to Target Bridge true, correct and complete copies of the consolidated statements of condition balance sheets of 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, as included in WAL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2014 filed with the SEC, in each case accompanied by the audit report of McGladrey & Xxxxxx, LLP, independent public accountants with respect to WAL, and the interim financial statements of WAL as of and for the six months ended June 30, 2012 and 2011, as included in the 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 4.9 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and consolidated financial condition of 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 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 prepared in all material respects in accordance with 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. thereto. WAL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 2014 and all reports filed with the 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, and WAL has previously delivered or made available to Target Bridge true, correct and complete copies of such reports. The books and records of WAL have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.