Common use of Call Reports Clause in Contracts

Call Reports. The financial statements contained in the Call Reports of Buyer Bank for the periods ending on or after December 31, 2017 (i) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (ii) fairly present in all material respects the financial condition of Buyer Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Buyer Bank to be prepared after the date of this Agreement and prior to the Closing (A) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, and (B) will fairly present in all material respects the financial condition of Buyer Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Buyer Bank for the respective periods set forth therein, subject to year-end adjustments.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Simmons First National Corp), Agreement and Plan of Merger (Spirit of Texas Bancshares, Inc.), Agreement and Plan of Merger (Spirit of Texas Bancshares, Inc.)

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Call Reports. The financial statements contained in the Call Reports of Buyer Seller Bank for all of the periods ending on or after December 31, 2017 (i) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (ii) fairly present in all material respects the financial condition of Buyer Seller Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Buyer Seller Bank to be prepared after the date of this Agreement and prior to the Closing (A) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, footnotes and (B) will fairly present in all material respects the financial condition of Buyer Seller Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Buyer Seller Bank for the respective periods set forth therein, subject to year-end adjustments.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Spirit of Texas Bancshares, Inc.), Agreement and Plan of Merger (Spirit of Texas Bancshares, Inc.), Agreement and Plan of Merger (Simmons First National Corp)

Call Reports. The financial statements contained in the Call Reports of Buyer Malvern Bank for the periods ending on or after December 31since September 30, 2017 2021 (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iiiii) fairly present in all material respects the financial condition of Buyer Malvern Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Buyer Malvern Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, footnotes and (BC) will fairly present in all material respects the financial condition of Buyer Malvern Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Buyer Malvern Bank for the respective periods set forth therein, subject to year-end adjustments.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Malvern Bancorp, Inc.), Agreement and Plan of Merger (Malvern Bancorp, Inc.), Agreement and Plan of Merger (Malvern Bancorp, Inc.)

Call Reports. The financial statements contained in the Call Reports of Buyer Bank for the with respect to periods ending on or after December 31, 2017 2012, and through the date of this Agreement (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iiiii) fairly present in all material respects the financial condition of Buyer Southwest Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Buyer Southwest Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, footnotes and (BC) will fairly present in all material respects the financial condition of Buyer Southwest Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Buyer Southwest Bank for the respective periods set forth therein, subject to year-end adjustments.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Simmons First National Corp), Agreement and Plan of Merger (Simmons First National Corp)

Call Reports. The financial statements contained in the Call Reports of Buyer Reliance Bank for all of the periods ending on or after December 31, 2017 2013 (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iiiii) fairly present in all material respects the financial condition of Buyer Reliance Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Buyer Reliance Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, footnotes and (BC) will fairly present in all material respects the financial condition of Buyer Reliance Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Buyer Reliance Bank for the respective periods set forth therein, subject to year-end adjustments.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simmons First National Corp)

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Call Reports. Company has previously delivered to Purchaser a true and complete copy of its Call Report for the period ending December 31, 2013. The financial statements contained in the such Call Reports of Buyer Bank for the periods ending on or after December 31, 2017 Report (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (ii) fairly present in all material respects the financial condition of Buyer Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Buyer Bank to be prepared after the date of this Agreement and prior to the Closing (A) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, and (Biii) will fairly present in all material respects the financial condition of Buyer Bank the Company as of the respective dates set forth therein and the results of operations and shareholdersstockholders’ equity of Buyer Bank for the respective periods set forth therein, subject to year-end adjustmentsadjustments (none of which are reasonably expected to be material). The financial statements contained in the Call Reports of the Company to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, and (C) will fairly present in all material respects the financial condition of the Company as of the respective dates set forth therein and the results of operations and stockholders’ equity for the respective periods set forth therein, subject to year-end adjustments (none of which are reasonably expected to be material).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Home Bancshares Inc)

Call Reports. The financial statements contained in the Call Reports of Buyer Bank for the with respect to periods ending on or after December 31, 2017 2012, and through the date of this Agreement (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iiiii) fairly present in all material respects the financial condition of Buyer Target Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Buyer Target Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, footnotes and (BC) will fairly present in all material respects the financial condition of Buyer Target Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Buyer Target Bank for the respective periods set forth therein, subject to year-end adjustments.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simmons First National Corp)

Call Reports. The financial statements contained in the Call Reports of Buyer Landmark Bank for all of the periods ending on or after December 31, 2017 2014 (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes and (iiiii) fairly present in all material respects the financial condition of Buyer Landmark Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the Call Reports of Buyer Landmark Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP (except to the extent applicable Law requires otherwise) and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, footnotes and (BC) will fairly present in all material respects the financial condition of Buyer Landmark Bank as of the respective dates set forth therein and the results of operations and shareholders’ equity of Buyer Landmark Bank for the respective periods set forth therein, subject to year-end adjustments.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simmons First National Corp)

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