THE PRFS
FINANCIALS ARE EVIDENCED BY NOTES, AGREEMENTS OR OTHER EVIDENCES OF INDEBTEDNESS
WHICH ARE TRUE, GENUINE AND CORRECT, AND TO THE EXTENT SECURED, ARE SECURED BY
VALID LIENS AND SECURITY INTERESTS WHICH HAVE BEEN PERFECTED, EXCLUDING LOANS AS
TO WHICH THE FAILURE TO SATISFY THE FOREGOING STANDARDS WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT.
3.21 ALLOWANCE FOR LOAN LOSSES.
THE ALLOWANCE FOR LOAN LOSSES SHOWN, AND TO BE
SHOWN, ON THE BALANCE SHEETS CONTAINED IN THE PRFS FINANCIALS HAVE BEEN, AND
WILL BE, ESTABLISHED IN ACCORDANCE WITH GAAP AND ALL APPLICABLE REGULATORY
CRITERIA.
3.22 REORGANIZATION.
AS OF THE DATE HEREOF, PRFS DOES NOT HAVE ANY REASON TO
BELIEVE THAT THE MERGER WILL FAIL TO QUALIFY AS A REORGANIZATION UNDER
SECTION 368(A) OF THE IRC. PRFS
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shall not take any action which would preclude the Merger from qualifying as a
reorganization within the meaning of Section 368 of the IRC.
3.23 FAIRNESS OPINION.
PRFS HAS RECEIVED A WRITTEN OPINION FROM GRIFFIN TO THE
EFFECT THAT, AS OF THE DATE HEREOF, THE TRANSACTION IS FAIR TO PRFS FROM A
FINANCIAL POINT OF VIEW.
3.24 SECURITIES DOCUMENTS.
(A)
PRFS HAS DELIVERED OR MADE AVAILABLE TO CMTY COPIES OF THE ANNUAL REPORTS
TO SHAREHOLDERS FOR THE YEARS 2001, 2002 AND 2003 THAT WERE DELIVERED WITH ITS
PROXY STATEMENTS FOR SUCH YEARS.
(B)
PRFS'S ANNUAL REPORTS ON SEC FORM 10-K FOR THE YEARS ENDED DECEMBER 31,
2003 AND 2002, QUARTERLY REPORT ON SEC FORM 10-Q FOR THE QUARTERS ENDED
MARCH 31, 2004, JUNE 30, 2004 AND SEPTEMBER 30, 2004, ALL OTHER REPORTS,
REGISTRATION STATEMENTS AND FILINGS OF PRFS FILED WITH THE SEC SINCE JANUARY 1,
2004 AND PROXY MATERIALS USED IN CONNECTION WITH ITS MEETINGS OF SHAREHOLDERS
HELD IN 2004 AND 2003 COMPLIED, IN ALL MATERIAL RESPECTS, AND ALL FUTURE SEC
REPORTS, FILINGS, AND PROXY MATERIALS WILL COMPLY, IN ALL MATERIAL RESPECTS,
WITH THE RULES AND REGULATIONS OF THE SEC TO THE EXTENT APPLICABLE THERETO, AND
ALL SUCH SEC REPORTS, FILINGS AND PROXY MATERIALS DID NOT AND WILL NOT, AT THE
TIME OF THEIR FILING, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE,
NOT MISLEADING.
3.25 QUALITY OF REPRESENTATIONS.
TO THE KNOWLEDGE OF PRFS, NO REPRESENTATION
MADE BY PRFS IN THIS AGREEMENT CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING.
ARTICLE IV-
REPRESENTATIONS AND WARRANTIES OF CMTY
CMTY hereby represents and warrants, on the date hereof and on the Closing Date,
to PRFS that:
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4.01 ORGANIZATION.
(A)
CMTY IS A CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
CMTY IS A BANK
HOLDING COMPANY DULY REGISTERED UNDER THE BHC ACT AND HAS MADE A VALID FINANCIAL
HOLDING COMPANY ELECTION.
CMTY