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

SEC Documents; Financial Statements; Books and Records; Minute Books. CBSI has filed all forms, reports and documents required to be filed with the SEC since January 1, 2007. The SEC Documents (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The CBSI Financial Statements filed by CBSI in its SEC Documents prior to the date of this Agreement fairly present, and the CBSI Financial Statements filed by CBSI in its SEC Documents after the date of this Agreement will fairly present, the consolidated financial position of CBSI as of the dates indicated and the consolidated income, changes in shareholders’ equity and cash flows of CBSI and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP applied to financial institutions applied on a consistent basis, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be permitted by the applicable rules promulgated by the SEC. The books and records of CBSI and each of its Subsidiaries fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and accounting requirements in all material respects.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Wilber CORP), Agreement and Plan of Merger (Community Bank System Inc), Agreement and Plan of Merger (Community Bank System Inc)

AutoNDA by SimpleDocs

SEC Documents; Financial Statements; Books and Records; Minute Books. CBSI PBI has filed all forms, reports and documents required to be filed with the SEC since January 1, 20072000. The SEC Documents Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The CBSI PBI Financial Statements filed by CBSI PBI in its SEC Documents prior to the date of this Agreement fairly present, and the CBSI PBI Financial Statements filed by CBSI PBI in its SEC Documents after the date of this Agreement will fairly present, the consolidated financial position of CBSI PBI as of the dates indicated and the consolidated income, changes in shareholders' equity and cash flows of CBSI PBI and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP applied generally accepted accounting principles applicable to financial institutions applied on a consistent basis, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be permitted by the applicable rules promulgated by the SEC. The books and records of CBSI PBI and each of its Subsidiaries fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and accounting requirements in all material respects. The minute books of PBI and each of its Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Community Bank System Inc), Agreement and Plan of Merger (Peoples Bankcorp Inc)

SEC Documents; Financial Statements; Books and Records; Minute Books. CBSI has filed all forms, reports and documents required to be filed with the SEC since January 1, 20072012. The SEC Documents (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The CBSI Financial Statements filed by CBSI in its SEC Documents prior to the date of this Agreement fairly present, and the CBSI Financial Statements filed by CBSI in its SEC Documents after the date of this Agreement will fairly present, the consolidated financial position of CBSI as of the dates indicated and the consolidated income, changes in shareholders’ equity and cash flows of CBSI and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP applied to financial institutions applied on a consistent basis, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be permitted by the applicable rules promulgated by the SEC. The books and records of CBSI and each of its Subsidiaries fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and accounting requirements in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Community Bank System, Inc.), Agreement and Plan of Merger (Oneida Financial Corp.)

SEC Documents; Financial Statements; Books and Records; Minute Books. CBSI Xxxxxx has filed all forms, reports and documents required to be filed with the SEC since January 1, 2007. The SEC Documents (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The CBSI Xxxxxx Financial Statements filed by CBSI Xxxxxx in its SEC Documents prior to the date of this Agreement fairly present, and the CBSI Xxxxxx Financial Statements filed by CBSI Xxxxxx in its SEC Documents after the date of this Agreement will fairly present, the consolidated financial position of CBSI Xxxxxx as of the dates indicated and the consolidated income, changes in shareholders’ equity and cash flows of CBSI Xxxxxx and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP applied to financial institutions applied on a consistent basis, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be permitted by the applicable rules promulgated by the SEC. The books and records of CBSI Xxxxxx and each of its Subsidiaries fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and accounting requirements in all material respects. The minute books of Xxxxxx and each of its Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Community Bank System Inc), Agreement and Plan of Merger (Community Bank System Inc)

SEC Documents; Financial Statements; Books and Records; Minute Books. CBSI GNBC has filed filed, on a timely basis, all forms, reports and documents required to be filed with the SEC since January 1, 20072001. The SEC Documents Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The CBSI GNBC Financial Statements filed by CBSI GNBC in its SEC Documents prior to the date of this Agreement fairly present, and the CBSI GNBC Financial Statements filed by CBSI GNBC in its SEC Documents after the date of this Agreement will fairly present, the consolidated financial position of CBSI GNBC as of the dates indicated and the consolidated income, changes in shareholders' equity and cash flows of CBSI GNBC and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP applied generally accepted accounting principles applicable to financial institutions applied on a consistent basis, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be permitted by the applicable rules promulgated by the SEC. The books and records of CBSI GNBC and each of its Subsidiaries fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and accounting requirements in all material respects. The minute books of GNBC and each of its Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Community Bank System Inc)

SEC Documents; Financial Statements; Books and Records; Minute Books. CBSI First Liberty has filed all forms, reports and documents required to be filed with the SEC since January 1, 20071998. The SEC Documents (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The CBSI First Liberty Financial Statements filed by CBSI First Liberty in its SEC Documents prior to the date of this Agreement fairly present, and the CBSI First Liberty Financial Statements filed by CBSI First Liberty in its SEC Documents after the date of this Agreement will fairly present, the consolidated financial position of CBSI First Liberty as of the dates indicated and the consolidated income, changes in shareholders' equity and cash flows of CBSI First Liberty and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP applied to financial institutions applied on a consistent basis, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be permitted by the applicable rules promulgated by the SEC. The books and records of CBSI and each of its Subsidiaries fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and generally accepted accounting requirements in all material respects.principles

Appears in 1 contract

Samples: Agreement and Plan of Merger (Community Bank System Inc)

AutoNDA by SimpleDocs

SEC Documents; Financial Statements; Books and Records; Minute Books. CBSI Wxxxxx has filed all forms, reports and documents required to be filed with the SEC since January 1, 2007. The SEC Documents (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The CBSI Wxxxxx Financial Statements filed by CBSI Wxxxxx in its SEC Documents prior to the date of this Agreement fairly present, and the CBSI Wxxxxx Financial Statements filed by CBSI Wxxxxx in its SEC Documents after the date of this Agreement will fairly present, the consolidated financial position of CBSI Wxxxxx as of the dates indicated and the consolidated income, changes in shareholders’ equity and cash flows of CBSI Wxxxxx and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP applied to financial institutions applied on a consistent basis, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be permitted by the applicable rules promulgated by the SEC. The books and records of CBSI Wxxxxx and each of its Subsidiaries fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and accounting requirements in all material respects. The minute books of Wxxxxx and each of its Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wilber CORP)

SEC Documents; Financial Statements; Books and Records; Minute Books. CBSI Oneida has filed or furnished all forms, reports and documents required to be filed with or furnished to the SEC since January 1, 20072012. The SEC Documents filed or furnished by Oneida (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The CBSI Oneida Financial Statements filed by CBSI Oneida in its SEC Documents prior to the date of this Agreement fairly presentAgreement, and the CBSI Oneida Financial Statements filed by CBSI Oneida in its SEC Documents after the date of this Agreement will fairly present, the consolidated financial position of CBSI Oneida as of the dates indicated and the consolidated income, changes in shareholders’ equity and cash flows of CBSI Oneida and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP applied to financial institutions applied on a consistent basis, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be permitted by the applicable rules promulgated by the SEC. The books and records of CBSI Oneida and each of its Subsidiaries fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and accounting requirements in all material respects. The minute books of Oneida and each of its Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Community Bank System, Inc.)

SEC Documents; Financial Statements; Books and Records; Minute Books. CBSI has filed filed, on a timely basis (except as permitted by Rule 12b-25 under the Exchange Act), all forms, reports and documents required to be filed with the SEC since January 1, 20072001. The SEC Documents Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The CBSI Financial Statements filed by CBSI in its SEC Documents prior to the date of this Agreement fairly present, and the CBSI Financial Statements filed by CBSI in its SEC Documents after the date of this Agreement will fairly present, the consolidated financial position of CBSI as of the dates indicated and the consolidated income, changes in shareholders' equity and cash flows of CBSI and its consolidated Subsidiaries for the periods then ended and each such financial statement has been or will be, as the case may be, prepared in conformity with GAAP applied generally accepted accounting principles applicable to financial institutions applied on a consistent basis, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be permitted by the applicable rules promulgated by the SEC. The books and records of CBSI and each of its Subsidiaries fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance with all applicable legal and accounting requirements in all material respects. The minute books of CBSI and each of its Subsidiaries contain records which are accurate in all material respects of all corporate actions of its shareholders and Board of Directors (including committees of its Board of Directors).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Community Bank System Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.