Common use of Internal Accounting and Disclosure Controls Off Balance Sheet Arrangements Clause in Contracts

Internal Accounting and Disclosure Controls Off Balance Sheet Arrangements. (i) The records, systems, controls, data and information of FNB and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FNB or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. FNB (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) to ensure that material information relating to FNB, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of FNB by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to FNB’s outside auditors and the audit committee of the FNB Board (y) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act) that are reasonably likely to adversely affect FNB’s ability to record, process, summarize and report financial information and (z) any fraud, whether or not material, that involves management or other employees who have a significant role in FNB’s internal controls over financial reporting. As of the date hereof, FNB has no Knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act, without qualification (except to extent expressly permitted by such rules and regulations), when next due. Since December 31, 2007, (1) neither FNB or any of its Subsidiaries nor, to the Knowledge of FNB, any director, officer, employee, auditor, accountant or representative of FNB or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting practices, procedures, methodologies or methods of FNB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FNB or any of its Subsidiaries has engaged in questionable accounting practices, and (2) no attorney representing FNB or any of its Subsidiaries, whether or not employed by FNB or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by FNB, any FNB Subsidiary or any of their respective officers, directors, employees or agents to the FNB Board or any committee thereof or to any director or officer of FNB or any FNB Subsidiary.

Internal Accounting and Disclosure Controls Off Balance Sheet Arrangements. (i) The records, systems, controls, data and information of FNB the Company and its the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FNB the Company or its the Company Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. FNB The Company (Ai) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 13a-15(e) promulgated under the Exchange Act) to ensure that material information relating to FNBthe Company, including its consolidated Subsidiaries, is made known to the chief executive officer or executive chairman and the chief financial officer of FNB the Company by others within those entities, and (Bii) has disclosed, based on its most recent evaluation prior to the date hereofof this Agreement, to FNBthe Company’s outside auditors and the audit committee of the FNB Board of Directors (yA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15 13a-15(f) promulgated under the Exchange Act) that are reasonably likely to adversely affect FNBthe Company’s ability to record, process, summarize and report financial information information, and (zB) any fraud, whether or not material, that involves management or other employees who have a significant role in FNBthe Company’s internal controls over financial reporting. As of the date hereofof this Agreement, FNB the Company has no Knowledge of any reason that its outside auditors and its chief executive officer or executive chairman and chief financial officer will shall not be able to give the certifications and attestations required pursuant to Sections 302, the rules and regulations adopted pursuant to Section 404 and 906 of the Xxxxxxxx-Xxxxx ActAct of 2002, without qualification (except to extent expressly permitted by such the rules and regulationsregulations promulgated thereunder), when next due. Since December 31, 2007, (1) neither FNB or the Company nor any of its Subsidiaries Company Subsidiary nor, to the Knowledge of FNBthe Company, any director, officer, employee, auditor, accountant or representative of FNB the Company or any of its Subsidiaries Company Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of FNB the Company or any of its Subsidiaries Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FNB the Company or any of its Subsidiaries Company Subsidiary has engaged in questionable accounting or auditing practices, and (2) no attorney representing FNB the Company or any of its SubsidiariesCompany Subsidiary, whether or not employed by FNB the Company or any of its SubsidiariesCompany Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by FNB, any FNB Subsidiary the Company or any of their respective its officers, directors, employees or agents to the FNB Board of Directors or any committee thereof or to any director or officer of FNB or any FNB Subsidiarythe Company.

Internal Accounting and Disclosure Controls Off Balance Sheet Arrangements. (i) The records, systems, controls, data and information of FNB Granite and its the Granite Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FNB Granite or its the Granite Subsidiaries or Granite’s accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. FNB Granite (Ai) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under 13a-15(e) of the Exchange Act) to ensure that material information relating to FNBGranite, including its consolidated Subsidiaries, is made known to the chief executive officer or executive chairman and the chief financial officer of FNB Granite by others within those entities, and (Bii) has disclosed, based on its most recent evaluation prior to the date hereofof this Agreement, to FNBGranite’s outside auditors and the audit committee of the FNB Granite Board (yA) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rule 13a-15 promulgated under 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect FNBGranite’s ability to record, process, summarize and report financial information information, and (zB) any fraud, whether or not material, that involves management or other employees who have a significant role in FNBGranite’s internal controls over financial reporting. As of the date hereofof this Agreement, FNB Granite has no Knowledge of any reason that its outside auditors and its chief executive officer or executive chairman and chief financial officer will shall not be able to give the certifications and attestations required pursuant to Sections 302, 404 and 906 Part 363 of the Xxxxxxxx-Xxxxx ActFederal Deposit Insurance Corporation Improvement Act of 1991, without qualification (except to extent expressly permitted by such rules and regulations)qualification, when next due. Since December 31, 2007, (1) neither FNB Granite or any of its Subsidiaries Granite Subsidiary nor, to the Knowledge of FNBGranite, any director, officer, employee, auditor, accountant or representative of FNB Granite or any of its Subsidiaries Granite Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting practices, procedures, methodologies or methods of FNB Granite or any of its Subsidiaries Granite Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FNB Granite or any of its Subsidiaries Granite Subsidiary has engaged in questionable accounting practices, and (2) no attorney representing FNB Granite or any of its SubsidiariesGranite Subsidiary, whether or not employed by FNB Granite or any of its SubsidiariesGranite Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by FNBGranite, any FNB Granite Subsidiary or any of their respective officers, directors, employees or agents to the FNB Granite Board or any committee thereof or to any director or officer of FNB Granite or any FNB Granite Subsidiary.

Internal Accounting and Disclosure Controls Off Balance Sheet Arrangements. (i) The records, systems, controls, data and information of FNB the Company and its the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FNB the Company or its the Company Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the system of internal accounting controls described below in this Section 2.2(i). FNB The Company (Ai) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 13a-15(e) promulgated under the Exchange Act) to ensure that material information relating to FNBthe Company, including its consolidated Subsidiaries, is made known to the chief executive officer or executive chairman and the chief financial officer of FNB the Company by others within those entities, and (Bii) has disclosed, based on its most recent evaluation prior to the date hereofof this Agreement, to FNBthe Company’s outside auditors and the audit committee of the FNB Board of Directors (yA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15 13a-15(f) promulgated under the Exchange Act) that are reasonably likely to adversely affect FNBthe Company’s ability to record, process, summarize and report financial information information, and (zB) any fraud, whether or not material, that involves management or other employees who have a significant role in FNBthe Company’s internal controls over financial reporting. As of the date hereofof this Agreement, FNB the Company has no Knowledge of any reason that its outside auditors and its chief executive officer or executive chairman and chief financial officer will shall not be able to give the certifications and attestations required pursuant to Sections 302, the rules and regulations adopted pursuant to Section 404 and 906 of the Xxxxxxxx-Xxxxx ActAct of 2002, without qualification (except to extent expressly permitted by such the rules and regulationsregulations promulgated thereunder), when next due. Since December 31, 2007, (1) neither FNB or the Company nor any of its Subsidiaries Company Subsidiary nor, to the Knowledge of FNBthe Company, any director, officer, employee, auditor, accountant or representative of FNB the Company or any of its Subsidiaries Company Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of FNB the Company or any of its Subsidiaries Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FNB the Company or any of its Subsidiaries Company Subsidiary has engaged in questionable accounting or auditing practices, and (2) no attorney representing FNB the Company or any of its SubsidiariesCompany Subsidiary, whether or not employed by FNB the Company or any of its SubsidiariesCompany Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by FNB, any FNB Subsidiary the Company or any of their respective its officers, directors, employees or agents to the FNB Board of Directors or any committee thereof or to any director or officer of FNB or any FNB Subsidiarythe Company.