Securities and Banking Reports; Books and Records. (a) Since July 1, 2001, Frankfort First and the Bank have filed all reports, registration statements, definitive proxy statements and prospectuses, together with any amendments required to be made with respect thereto, that were and are required to be filed under the Securities Act, Exchange Act or any other Law with: (i) the SEC; (ii) the OTS; (iii) the FHLB of Cincinnati; (iv) the FDIC; and (v) any other applicable state securities or savings and loan authorities (all such reports, statements and prospectuses are collectively referred to herein as the “Frankfort First Reports”). When filed, each of the Frankfort First Reports complied as to form and substance in all material respects with the requirements of applicable Laws. (b) Each of the consolidated audited financial statements and consolidated unaudited interim financial statements (including, in each case, any related notes thereto) of Frankfort First included in the Frankfort First Reports filed with the SEC have been or will be, as the case may be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to consolidated unaudited interim statements as permitted by SEC Form 10-Q) and each fairly presents the consolidated financial condition of Frankfort First as of the respective dates thereof and the consolidated income, equity and cash flows for the periods then ended, subject, in the case of the consolidated unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. (c) The minute books of Frankfort First and the Bank contain accurate and complete records of all meetings and actions taken by written consent by their respective shareholders and Boards of Directors (including all committees of such Boards), and all signatures contained therein are the true signatures of the Persons whose signatures they purport to be. The share transfer books of Frankfort First are correct, complete and current in all respects. Except as set forth in the Frankfort Disclosure Schedule, the accounting books and records of Frankfort First: (i) are in all material respects correct and complete; (ii) are current in a manner consistent with past practice; and (iii) have recorded therein all the properties and assets and liabilities of Frankfort First.
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Samples: Merger Agreement (Kentucky First Federal Bancorp), Merger Agreement (Frankfort First Bancorp Inc), Merger Agreement (Frankfort First Bancorp Inc)
Securities and Banking Reports; Books and Records. (a) Since July 1, 2001, Frankfort First and the Bank have filed all reports, registration statements, definitive proxy statements and prospectuses, together with any amendments required to be made with respect thereto, that were and are required to be filed under the Securities Act, Exchange Act or any other Law with: (i) the SEC; (ii) the OTS; (iii) the FHLB of Cincinnati; (iv) the FDIC; and (v) any other applicable state securities or savings and loan authorities (all such reports, statements and prospectuses are collectively referred to herein as the “"Frankfort First Reports”"). When filed, each of the Frankfort First Reports complied as to form and substance in all material respects with the requirements of applicable Laws.
(b) Each of the consolidated audited financial statements and consolidated unaudited interim financial statements (including, in each case, any related notes thereto) of Frankfort First included in the Frankfort First Reports filed with the SEC have been or will be, as the case may be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to consolidated unaudited interim statements as permitted by SEC Form 10-Q) and each fairly presents the consolidated financial condition of Frankfort First as of the respective dates thereof and the consolidated income, equity and cash flows for the periods then ended, subject, in the case of the consolidated unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.
(c) The minute books of Frankfort First and the Bank contain accurate and complete records of all meetings and actions taken by written consent by their respective shareholders and Boards of Directors (including all committees of such Boards), and all signatures contained therein are the true signatures of the Persons whose signatures they purport to be. The share transfer books of Frankfort First are correct, complete and current in all respects. Except as set forth in the Frankfort Disclosure Schedule, the accounting books and records of Frankfort First: (i) are in all material respects correct and complete; (ii) are current in a manner consistent with past practice; and (iii) have recorded therein all the properties and assets and liabilities of Frankfort First.
Appears in 3 contracts
Samples: Merger Agreement (Frankfort First Bancorp Inc), Merger Agreement (Frankfort First Bancorp Inc), Merger Agreement (Kentucky First Federal Bancorp)
Securities and Banking Reports; Books and Records. (a) Since July January 1, 20011997, Frankfort First Northern and the Bank have filed all reports, registration statements, definitive proxy statements and prospectuses, together with any amendments required to be made with respect thereto, that were and are required to be filed under the Securities Act, Exchange Act or any other Law with: (i) the SEC; (ii) the OTS; (iii) the FHLB of CincinnatiChicago; (iv) the FDIC; (v) the Wisconsin Agency; and (vvi) any other applicable state securities or savings and loan authorities (all such reports, statements and prospectuses are collectively referred to herein as the “Frankfort "First Northern Reports”"). When filed, each of the Frankfort First Northern Reports complied as to form and substance in all material respects with the requirements of applicable Laws.
(b) Each of the consolidated audited financial statements and consolidated unaudited interim financial statements (including, in each case, any related notes thereto) of Frankfort First Northern included in the Frankfort First Northern Reports filed with the SEC have been or will be, as the case may be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to consolidated unaudited interim statements as permitted by SEC Form 10-Q) and each fairly presents the consolidated financial condition of Frankfort First Northern as of the respective dates thereof and the consolidated income, equity and cash flows for the periods then ended, subject, in the case of the consolidated unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.
(c) The minute books of Frankfort First Northern and the Bank First Northern Subsidiaries contain accurate and complete records of all meetings and actions taken by written consent by their respective shareholders and Boards of Directors (including all committees of such Boards), and all signatures contained therein are the true signatures of the Persons whose signatures they purport to be. The share transfer books of Frankfort First Northern are correct, complete and current in all respects. Except as set forth in the Frankfort Disclosure Schedule, the The accounting books and records of Frankfort FirstFirst Northern: (i) are in all material respects correct and complete; (ii) are current in a manner consistent with past practice; and (iii) have recorded therein all the properties and assets and liabilities of Frankfort FirstFirst Northern.
Appears in 2 contracts
Samples: Merger Agreement (First Northern Capital Corp), Merger Agreement (Mutual Savings Bank)
Securities and Banking Reports; Books and Records. (a) Since July 1December 31, 20012003, Frankfort First FMS and the Bank FMB have filed all reports, registration statements, definitive proxy statements and prospectuses, together with any amendments required to be made with respect thereto, that were and are required to be filed under the Securities Act, Exchange Act or any other Law with: (i) the SEC; (ii) the OTS; (iii) the FHLB of CincinnatiNew York; (iv) the FDIC; and (v) any other applicable state securities or savings and loan authorities (all such reports, statements and prospectuses are collectively referred to herein as the “Frankfort First FMS Reports”). When filed, each of the Frankfort First FMS Reports complied as to form and substance in all material respects with the requirements of applicable Laws.
(b) Each of the consolidated audited financial statements and consolidated unaudited interim financial statements (including, in each case, any related notes thereto) of Frankfort First FMS included in the Frankfort First FMS Reports filed with the SEC have been or will be, as the case may be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to consolidated unaudited interim statements as permitted by SEC Form 10-Q) and each fairly presents the consolidated financial condition of Frankfort First FMS as of the respective dates thereof and the consolidated income, equity and cash flows for the periods then ended, subject, in the case of the consolidated unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.
(c) The minute books of Frankfort First FMS and the Bank FMB contain accurate and complete records of all meetings and actions taken by written consent by their respective shareholders and Boards of Directors (including all committees of such Boards), and all signatures contained therein are the true signatures of the Persons whose signatures they purport to be. The To the Knowledge of FMS, the share transfer books of Frankfort First FMS are correct, complete and current in all respects. Except as set forth in the Frankfort FMS Disclosure Schedule, the accounting books and records of Frankfort FirstFMS: (i) are in all material respects correct and complete; (ii) are current in a manner consistent with past practice; and (iii) have recorded therein all the properties and assets and liabilities of Frankfort FirstFMS.
Appears in 2 contracts
Samples: Merger Agreement (Beneficial Mutual Bancorp Inc), Merger Agreement (Beneficial Mutual Bancorp Inc)
Securities and Banking Reports; Books and Records. (a) Since July January 1, 20012004, Frankfort First CSFC and the City Savings Bank have filed all reports, registration statements, definitive proxy statements and prospectuses, together with any amendments required to be made with respect thereto, that were and are required to be filed under the Securities Act, Exchange Act or any other Law with: (i) the SECSEC (through the date when it deregistered its securities under the Exchange Act); (ii) the IDFI and OTS; (iii) the FHLB of CincinnatiIndianapolis; (iv) the FDIC; and (v) any other applicable state securities or savings and loan authorities (all such reports, statements and prospectuses are collectively referred to herein as the “Frankfort First CSFC Reports”). When filed, each of the Frankfort First CSFC Reports complied as to form and substance in all material respects with the requirements of applicable Laws.
(b) Each of the consolidated audited financial statements and consolidated unaudited interim financial statements (including, in each case, any related notes thereto) of Frankfort First CSFC included in the Frankfort First CSFC Reports filed with the SEC have been or will be, as the case may be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to consolidated unaudited interim statements as permitted by SEC Form 10-QQSB) and each fairly presents the consolidated financial condition of Frankfort First CSFC as of the respective dates thereof and the consolidated income, equity and cash flows for the periods then ended, subject, in the case of the consolidated unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.
(c) CSFC and its Subsidiaries have duly and timely filed with all applicable regulators all reports required to be filed by them under applicable laws and regulations and such reports were complete and accurate in all material respects and in compliance in all material respects with the requirements of applicable laws and regulations. In connection with the examinations of City Savings Bank since January 1, 2003 by the OTS, IDFI, FDIC or any other regulator, City Savings Bank was not required to correct or change any action, procedure or proceeding which has not been corrected or changed as required. The last examination of City Savings Bank by the OTS was as of March 31, 2006, the last exam by the IDFI was as of December 31, 2004, and the last exam by the FDIC was over ten years ago.
(d) The minute books of Frankfort First CSFC and the City Savings Bank contain accurate and complete records of all meetings and actions taken by written consent by their respective shareholders and Boards of Directors (including all committees of such Boards), and all signatures contained therein are the true signatures of the Persons whose signatures they purport to be. The share transfer books of Frankfort First are correct, complete and current in all respects. Except as set forth in the Frankfort Disclosure Schedule, the accounting books and records of Frankfort First: (i) are in all material respects correct and complete; (ii) are current in a manner consistent with past practice; and (iii) have recorded therein all the properties and assets and liabilities of Frankfort First.purport
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Securities and Banking Reports; Books and Records. (a) Since July 1December 31, 20012003, Frankfort First FMS and the Bank FMB have filed all reports, registration statements, definitive proxy statements and prospectuses, together with any amendments required to be made with respect thereto, that were and are required to be filed under the Securities Act, Exchange Act or any other Law with: (i) the SEC; (ii) the OTS; (iii) the FHLB of CincinnatiNew York; (iv) the FDIC; and (v) any other applicable state securities or savings and loan authorities (all such reports, statements and prospectuses are collectively referred to herein as the “Frankfort First "FMS Reports”"). When filed, each of the Frankfort First FMS Reports complied as to form and substance in all material respects with the requirements of applicable Laws.
(b) Each of the consolidated audited financial statements and consolidated unaudited interim financial statements (including, in each case, any related notes thereto) of Frankfort First FMS included in the Frankfort First FMS Reports filed with the SEC have been or will be, as the case may be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to consolidated unaudited interim statements as permitted by SEC Form 10-Q) and each fairly presents the consolidated financial condition of Frankfort First FMS as of the respective dates thereof and the consolidated income, equity and cash flows for the periods then ended, subject, in the case of the consolidated unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.
(c) The minute books of Frankfort First FMS and the Bank FMB contain accurate and complete records of all meetings and actions taken by written consent by their respective shareholders and Boards of Directors (including all committees of such Boards), and all signatures contained therein are the true signatures of the Persons whose signatures they purport to be. The To the Knowledge of FMS, the share transfer books of Frankfort First FMS are correct, complete and current in all respects. Except as set forth in the Frankfort FMS Disclosure Schedule, the accounting books and records of Frankfort FirstFMS: (i) are in all material respects correct and complete; (ii) are current in a manner consistent with past practice; and (iii) have recorded therein all the properties and assets and liabilities of Frankfort FirstFMS.
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