Common use of Financial Statements; Taxes Clause in Contracts

Financial Statements; Taxes. (a) Included in the Amacan Schedules are (i) audited balance sheets of Amacan as of April 30, 1995 and 1994, and statements of operations, stockholders' equity and cash flows for the years ended April 30, 1995 and 1994, including the notes thereto, and (ii) an unaudited consolidated balance sheet of Amacan as of October 31, 1995, and the related unaudited statement of earnings for the six months ended October 31, 1995 (collectively, the "AMACAN FINANCIAL STATEMENTS"). (b) All of the Amacan Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. All of such balance sheets present fairly, as of their respective dates, the financial position of Amacan on such date. Amacan did not have, as the date of any of such balance sheet, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto prepared in accordance with GAAP and all assets reflected therein present fairly the assets of Amacan in accordance with GAAP. The statements of income, stockholders' equity and cash flows present fairly the information required to be set forth therein under GAAP. Amacan maintains and will continue to maintain a standard system of accounting established and maintained in a manner permitting the preparation of financial statements in accordance with GAAP. (c) Amacan has filed all tax returns and reports as required by law. All such returns and reports are accurate and correct in all material respects. Amacan has no liabilities with respect to the payment of any federal, state, county, local, foreign or other taxes (including any deficiencies, interest or penalties) accrued for or applicable to the period ended on the date of the most recent balance sheet included in the Amacan Schedules (the "AMACAN BALANCE SHEET") and all such dates and years and periods prior thereto and for which Amacan may at said date have been liable, except for taxes accrued but not yet due and payable. Included in the Amacan Schedules are copies of the federal and state income tax returns of Amacan filed since 1990. Except as set forth in the Amacan Schedules, none of such federal or state income tax returns has been examined or is currently being examined by the Internal Revenue Service or any other Governmental Authority. Amacan has not made any election pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which would have a material adverse effect on Amacan or its Business Condition. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of Amacan. (d) The books and records, financial and otherwise, of Amacan are in all material respects complete and correct and have been made and maintained in accordance with sound business and bookkeeping practices and, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Amacan. Amacan has maintained a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions have been and are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. (e) Except as set forth in the Amacan Balance Sheet or in the notes thereto, (i) Amacan has good and marketable title to its accounts receivable, and all other debts due or recorded in the records and books of account of Amacan, free of any security interests or liens and free of any material defenses, counterclaims and set-offs; (ii) all such accounts receivable, invoices and debts are actual and bona fide amounts due Amacan for the total dollar amount thereof shown on the books of Amacan and resulted from the regular course of its business; and (iii) the accounts receivable, invoices and debts set forth on the Amacan Balance Sheet arose in the ordinary course of business and are collectible in full in all material respects on the continuation of reasonable collection efforts by Amacan personnel and without resorting to litigation and in any event not later than 90 days after the date billed. Included in the Amacan Schedules is a complete and accurate list of all accounts receivable to Amacan as of October 31, 1995.

Financial Statements; Taxes. (a) Included in East Alabama has delivered to SSB copies of the Amacan Schedules are following financial statements of East Alabama: (i) audited Consolidated balance sheets of Amacan as of April 30December 31, 1995 2017 and 19942018; (ii) Consolidated Statements of income for each of the three years ended December 31, 2016, 2017 and 2018; (iii) Consolidated Statements of shareholders’ equity for each of the three years ended December 31, 2016, 2017, and statements 2018; and (iv) Consolidated Statements of operations, stockholders' equity and cash flows for the three years ended April 30, 1995 and 1994, including the notes thereto, and (ii) an unaudited consolidated balance sheet of Amacan as of October December 31, 19952016, 2017 and the related unaudited statement of earnings for the six months ended October 31, 1995 (collectively, the "AMACAN FINANCIAL STATEMENTS"). (b) 2018. All of the Amacan Financial Statements foregoing financial statements are in all material respects in accordance with the books and records of East Alabama and its Subsidiaries and have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involvedindicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. All Each of such balance sheets present fairly, presents fairly as of their respective dates, its date the financial position condition of Amacan on East Alabama and its Subsidiaries and there are no assets or liabilities of East Alabama and its Subsidiaries that would cause any material change in such datefinancial statements. Amacan did not have, as the date of any of such balance sheet, except Except as and to the extent reflected or reserved against thereinit in such balance sheets (including the notes thereto), neither East Alabama nor its Subsidiaries had, as of the date of such balance sheets, any liabilities material Liabilities or obligations (absolute or contingent) which should be of a nature customarily reflected in a balance sheet or the notes thereto prepared in accordance with GAAP and all assets reflected therein present fairly the assets of Amacan in accordance with GAAPthereto. The statements of income, stockholders' shareholders’ equity and cash flows present fairly the information results of operation, changes in shareholders’ equity and cash flows of East Alabama and its Subsidiaries for the periods indicated and there are no operations conducted by East Alabama and its Subsidiaries which would cause any material change to such statements. The foregoing representations, insofar as they relate to the unaudited interim financial statements of East Alabama and its Subsidiaries which may be presented to SSB, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. All journal entries have been appropriately made in the books and records of East Alabama and its Subsidiaries. (b) All Tax returns required to be set forth therein under GAAP. Amacan maintains filed by or on behalf of East Alabama have been timely filed (or requests for extensions therefor have been timely filed and will continue to maintain a standard system of accounting established granted and maintained in a manner permitting the preparation of financial statements in accordance with GAAP. (c) Amacan has have not expired), and all returns filed all tax returns are complete and reports as required by law. All such returns and reports are accurate and correct in all material respects. Amacan has no liabilities with respect All Taxes shown on these returns to be due and all additional assessments received have been paid. The amounts recorded for Taxes on the balance sheets provided under Section 5.4(a)(i) are, to the Knowledge of East Alabama, sufficient in all material respects for the payment of any all unpaid federal, state, county, local, foreign or and other taxes Taxes (including any deficiencies, interest or penalties) of East Alabama accrued for or applicable to the period ended on the date of the most recent balance sheet included in the Amacan Schedules (the "AMACAN BALANCE SHEET") dates thereof, and all such dates and years and periods prior thereto and for which Amacan East Alabama may at said date such dates have been liable, except for taxes accrued but not yet due and payable. Included liable in the Amacan Schedules are copies its own right or as a transferee of the federal and state income tax returns Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Amacan filed since 1990. Except as set forth East Alabama, threatened by any taxing authority which is likely to result in the Amacan Schedulesa material Tax Liability, none no material unpaid Tax deficiencies or additional liability of such federal or state income tax returns any sort has been examined proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of East Alabama. East Alabama has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently being examined by the Internal Revenue Service or any other Governmental Authority. Amacan has not made any election pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which would have a material adverse effect on Amacan or its Business Condition. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of Amacanin effect. (dc) The books Each East Alabama Company has withheld from its employees (and recordstimely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, financial state, foreign and otherwiselocal Laws (including without limitation, income, social security and employment Tax withholding for all types of Amacan are compensation). Each East Alabama Company is in compliance with, and its records contain all material respects complete information and correct documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and have been made Tax withholding requirements under federal, state and maintained in accordance local Tax Laws, and such records identify with sound business and bookkeeping practices and, in reasonable detail, accurately and fairly reflect the transactions and dispositions specificity all accounts subject to backup withholding under Section 3406 of the assets of Amacan. Amacan has maintained a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions have been and are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differencesCode. (e) Except as set forth in the Amacan Balance Sheet or in the notes thereto, (i) Amacan has good and marketable title to its accounts receivable, and all other debts due or recorded in the records and books of account of Amacan, free of any security interests or liens and free of any material defenses, counterclaims and set-offs; (ii) all such accounts receivable, invoices and debts are actual and bona fide amounts due Amacan for the total dollar amount thereof shown on the books of Amacan and resulted from the regular course of its business; and (iii) the accounts receivable, invoices and debts set forth on the Amacan Balance Sheet arose in the ordinary course of business and are collectible in full in all material respects on the continuation of reasonable collection efforts by Amacan personnel and without resorting to litigation and in any event not later than 90 days after the date billed. Included in the Amacan Schedules is a complete and accurate list of all accounts receivable to Amacan as of October 31, 1995.

Financial Statements; Taxes. (a) Included in PSB has delivered to River Financial copies of the Amacan Schedules are following financial statements of PS Bank and PSB: (i) audited balance sheets PS Bank Statements of Amacan financial condition as of April 30December 31, 1995 2016 and 19942017; (ii) PS Bank Statements of income for each of the three years ended December 31, 2015, 2016 and 2017; (iii) PS Bank Statements of shareholders’ equity for each of the three years ended December 31, 2015, 2016, and statements 2017; (iv) PS Bank Statements of operations, stockholders' equity and cash flows for the three years ended April 30, 1995 and 1994, including the notes thereto, and (ii) an unaudited consolidated balance sheet of Amacan as of October December 31, 19952015, 2016 and the related unaudited statement of earnings 2017; and (v) PSB (parent only) Form FR-Y9SP for the six months years ended October December 31, 1995 (collectively2015, the "AMACAN FINANCIAL STATEMENTS"). (b) 2016 and 2017. All of the Amacan Financial Statements foregoing financial statements are in all material respects in accordance with the books and records of PSB and PS Bank and have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involvedindicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. All Each of such balance sheets present fairly, presents fairly as of their respective dates, its date the financial position condition of Amacan on PSB and PS Bank and there are no assets or liabilities of PSB and PS Bank that would cause any material change in such datefinancial statements. Amacan did not have, as the date of any of such balance sheet, except Except as and to the extent reflected or reserved against thereinit in such balance sheets (including the notes thereto), neither PSB nor PS Bank had, as of the date of such balance sheets, any liabilities material Liabilities or obligations (absolute or contingent) which should be of a nature customarily reflected in a balance sheet or the notes thereto prepared in accordance with GAAP and all assets reflected therein present fairly the assets of Amacan in accordance with GAAPthereto. The statements of income, stockholders' shareholders’ equity and cash flows present fairly the information results of operation, changes in shareholders’ equity and cash flows of PSB and PS Bank for the periods indicated and there are no operations conducted by PSB and PS Bank which would cause any material change to such statements. The foregoing representations, insofar as they relate to the unaudited interim financial statements of PSB and PS Bank which may be presented to River Financial, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. All journal entries have been appropriately made in the books and records of PSB and PS Bank. (b) All Tax returns required to be set forth therein under GAAP. Amacan maintains filed by or on behalf of PSB have been timely filed (or requests for extensions therefor have been timely filed and will continue to maintain a standard system of accounting established granted and maintained in a manner permitting the preparation of financial statements in accordance with GAAP. (c) Amacan has have not expired), and all returns filed all tax returns are complete and reports as required by law. All such returns and reports are accurate and correct in all material respects. Amacan has no liabilities with respect All Taxes shown on these returns to be due and all additional assessments received have been paid. The amounts recorded for Taxes on the balance sheets provided under Section 5.4(a)(i) and (v) are, to the Knowledge of PSB, sufficient in all material respects for the payment of any all unpaid federal, state, county, local, foreign or and other taxes Taxes (including any deficiencies, interest or penalties) of PSB accrued for or applicable to the period ended on the date of the most recent balance sheet included in the Amacan Schedules (the "AMACAN BALANCE SHEET") dates thereof, and all such dates and years and periods prior thereto and for which Amacan PSB may at said date such dates have been liable, except for taxes accrued but not yet due and payable. Included liable in the Amacan Schedules are copies its own right or as a transferee of the federal and state income tax returns Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Amacan filed since 1990. Except as set forth PSB, threatened by any taxing authority which is likely to result in the Amacan Schedulesa material Tax Liability, none no material unpaid Tax deficiencies or additional liability of such federal or state income tax returns any sort has been examined proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of PSB. PSB has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently being examined by the Internal Revenue Service or any other Governmental Authority. Amacan has not made any election pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which would have a material adverse effect on Amacan or its Business Condition. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of Amacanin effect. (dc) The books Each PSB Company has withheld from its employees (and recordstimely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, financial state, foreign and otherwiselocal Laws (including without limitation, income, social security and employment Tax withholding for all types of Amacan are compensation). Each PSB Company is in compliance with, and its records contain all material respects complete information and correct documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and have been made Tax withholding requirements under federal, state and maintained in accordance local Tax Laws, and such records identify with sound business and bookkeeping practices and, in reasonable detail, accurately and fairly reflect the transactions and dispositions specificity all accounts subject to backup withholding under Section 3406 of the assets of Amacan. Amacan has maintained a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions have been and are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differencesCode. (e) Except as set forth in the Amacan Balance Sheet or in the notes thereto, (i) Amacan has good and marketable title to its accounts receivable, and all other debts due or recorded in the records and books of account of Amacan, free of any security interests or liens and free of any material defenses, counterclaims and set-offs; (ii) all such accounts receivable, invoices and debts are actual and bona fide amounts due Amacan for the total dollar amount thereof shown on the books of Amacan and resulted from the regular course of its business; and (iii) the accounts receivable, invoices and debts set forth on the Amacan Balance Sheet arose in the ordinary course of business and are collectible in full in all material respects on the continuation of reasonable collection efforts by Amacan personnel and without resorting to litigation and in any event not later than 90 days after the date billed. Included in the Amacan Schedules is a complete and accurate list of all accounts receivable to Amacan as of October 31, 1995.

Financial Statements; Taxes. (a) Included in the Amacan Schedules are CBB has previously delivered or made available to SSB copies of (i) the audited balance sheets of Amacan as of April 30, 1995 and 1994, and consolidated financial statements of operations, stockholders' equity and cash flows CBB for the years ended April 30December 31, 1995 2022, 2021 and 19942020, accompanied by the unqualified audit reports of Wipfli, LLP xxx (xi) unaudited interim financial statements (including the related notes and schedules thereto, ) of CBB and (ii) an unaudited consolidated balance sheet each of Amacan its subsidiaries as of October 31, 1995, and the related unaudited statement of earnings for the six months ended October 31, 1995 (collectively, the "AMACAN FINANCIAL STATEMENTS"). (b) Latest Balance Sheet Date. All of the Amacan Financial Statements foregoing financial statements are in all material respects in accordance with the books and records of CBB and its Subsidiaries and have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involvedindicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. All Each of such balance sheets present fairly, presents fairly as of their respective dates, its date the financial position condition of Amacan on CBB and its Subsidiaries and there are no assets or liabilities of CBB and its Subsidiaries that would cause any material change in such datefinancial statements. Amacan did not have, as the date of any of such balance sheet, except Except as and to the extent reflected or reserved against thereinit in such balance sheets (including the notes thereto), neither CBB nor its Subsidiaries had, as of the date of such balance sheets, any liabilities material Liabilities or obligations (absolute or contingent) which should be of a nature customarily reflected in a balance sheet or the notes thereto prepared in accordance with GAAP and all assets reflected therein present fairly the assets of Amacan in accordance with GAAPthereto. The statements of income, stockholders' ’ equity and cash flows present fairly the information results of operation, changes in stockholders’ equity and cash flows of CBB and its Subsidiaries for the periods indicated and there are no operations conducted by CBB and its Subsidiaries which would cause any material change to such statements. The foregoing representations, insofar as they relate to the unaudited interim financial statements of CBB and its Subsidiaries that may be presented to SSB, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. All journal entries have been appropriately made in the books and records of CBB and its Subsidiaries. (b) All income and other material Tax returns required to be set forth therein under GAAP. Amacan maintains filed by or on behalf of CBB have been timely filed (or requests for extensions therefor have been timely made and will continue to maintain a standard system of accounting established have not expired), and maintained in a manner permitting the preparation of financial statements in accordance with GAAP. (c) Amacan has all returns filed all tax returns are complete and reports as required by law. All such returns and reports are accurate and correct in all material respects. Amacan has no liabilities with respect All Taxes shown on these returns to be due and all additional assessments received have been paid unless appropriately reflected as a Liability on the balance sheet. The amounts recorded for Taxes on the balance sheets provided under Section 5.4(a)(i) are, to the Knowledge of CBB, sufficient in all material respects for the payment of any all unpaid federal, state, county, local, foreign or and other taxes Taxes (including any deficiencies, interest or penalties) of CBB accrued for or applicable to the period ended on the date of the most recent balance sheet included in the Amacan Schedules (the "AMACAN BALANCE SHEET") dates thereof, and all such dates and years and periods prior thereto and for which Amacan CBB may at said date such dates have been liable, except for taxes accrued but not yet due and payable. Included liable in the Amacan Schedules are copies its own right or as a transferee of the federal and state income tax returns Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Amacan filed since 1990. Except as set forth CBB, threatened by any taxing authority which is likely to result in the Amacan Schedulesa material Tax Liability, none of such federal no material unpaid Tax deficiencies or state income tax returns additional Tax liability has been examined or is currently being examined proposed by any governmental representative and no agreements for extension of time for the Internal Revenue Service or any other Governmental Authority. Amacan has not made any election pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which would have a material adverse effect on Amacan or its Business Condition. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of Amacan. (d) The books and records, financial and otherwise, of Amacan are in all material respects complete and correct and have been made and maintained in accordance with sound business and bookkeeping practices and, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Amacan. Amacan has maintained a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions have been and are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. (e) Except as set forth in the Amacan Balance Sheet or in the notes thereto, (i) Amacan has good and marketable title to its accounts receivable, and all other debts due or recorded in the records and books of account of Amacan, free of any security interests or liens and free assessment of any material defenses, counterclaims and set-offs; (ii) all such accounts receivable, invoices and debts are actual and bona fide amounts due Amacan for the total dollar amount thereof shown of Tax have been entered into by or on the books behalf of Amacan and resulted from the regular course of its business; and (iii) the accounts receivable, invoices and debts set forth on the Amacan Balance Sheet arose CBB other than extensions obtained in the ordinary course of business and are collectible in full in all material respects business. CBB has not executed an extension or waiver of any statute of limitations on the continuation assessment or collection of reasonable collection efforts by Amacan personnel any Tax due that is currently in effect. (c) Each CBB Company has withheld from its employees (and without resorting timely paid to litigation and in any event not later than 90 days after the date billed. Included in the Amacan Schedules is a complete appropriate governmental entity) proper and accurate list amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, social security and employment Tax withholding for all types of compensation). Each CBB Company is in compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts receivable subject to Amacan as backup withholding under Section 3406 of October 31, 1995the Code.