Common use of Reports; Regulatory Matters Clause in Contracts

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 of the Buyer Disclosure Schedule, Buyer and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 with the Regulatory Agencies and each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 2011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, foreign entity or Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has initiated since January 1, 2011 or has pending any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Since January 1, 2011, except as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Buyer and its Subsidiaries have fully complied with, and there is no unresolved violation, criticism or exception by any Regulatory Agency or Governmental Entity with respect to, any report or statement relating to any examinations or inspections of Buyer or any of its Subsidiaries. Since January 1, 2011, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in Buyer’s ordinary course of business or as disclosed in the Buyer SEC Reports).

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 of the Buyer Disclosure Schedule, Buyer The Company and each of its Subsidiaries have Company Subsidiary has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were it was required to file since January 1, 2011 2004 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) the Office of the Comptroller of the Currency, (iv) the NASD, (v) any state banking agency, insurance commission or other state regulatory authority, (vi) the SEC, (vii) any foreign regulatory authority and (viii) any SRO (collectively, “Regulatory Agencies Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 20112004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity entity, or any Regulatory AgencyAgency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer the Company and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has initiated since January 1, 2011 2004 or has pending any proceeding, enforcement action or, to the knowledge of Buyerthe Company, investigation into the business, disclosures or operations of Buyer the Company or any of its SubsidiariesCompany Subsidiary. Since January 1, 2011, except as disclosed in the Buyer SEC Reports2004, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Buyerthe Company, investigation into the business, disclosures or operations of Buyer the Company or any of its SubsidiariesCompany Subsidiary. Buyer and its Subsidiaries have fully complied with, and there There is no unresolved violation, criticism or exception by any Regulatory Agency or Governmental Entity with respect to, to any report or statement relating to any examinations or inspections of Buyer the Company or any of its SubsidiariesCompany Subsidiary. Since January 1, 20112004, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer the Company or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in Buyer’s ordinary course of business or as disclosed in the Buyer SEC Reports)Company Subsidiary.

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 of the Buyer Disclosure Schedule, Buyer and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 2010 with the Regulatory Agencies and each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 20112010, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, foreign entity or Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has initiated since January 1, 2011 2010 or has pending any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Since January 1, 20112010, except as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Buyer and its Subsidiaries have fully complied with, and there is no unresolved violation, criticism or exception by any Regulatory Agency or Governmental Entity with respect to, any report or statement relating to any examinations or inspections of Buyer or any of its Subsidiaries. Since January 1, 20112010, there has have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in Buyer’s ordinary course of business or as disclosed in the Buyer SEC Reports).

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 4.5(a) of the Buyer Disclosure Schedule, Buyer and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 2012 with the Regulatory Agencies and each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 20112012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, foreign entity or Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has initiated since January 1, 2011 2012 or has pending any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Since Except as set forth on Section 4.5(a) of the Buyer Disclosure Schedule, since January 1, 2011, except as disclosed in the Buyer SEC Reports2012, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Buyer and its Subsidiaries have fully complied in all material respects with, and there is no unresolved violation, criticism or exception by any Regulatory Agency or Governmental Entity with respect to, any report or statement relating to any examinations or inspections of Buyer or any of its Subsidiaries. Since January 1, 2011, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in Buyer’s ordinary course of business or as disclosed in the Buyer SEC Reports).

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 of the Buyer Vantage Disclosure Schedule, Buyer Vantage and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 2012 with the Regulatory Agencies and each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 20112012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, foreign entity or Regulatory AgencyAgency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer Vantage and its Subsidiaries, or as disclosed in the Buyer Vantage SEC Reports, no Regulatory Agency or Governmental Entity has initiated since January 1, 2011 2012 or has pending any proceeding, enforcement action or, to the knowledge of BuyerVantage, investigation into the business, disclosures or operations of Buyer Vantage or any of its Subsidiaries. Since January 1, 20112012, except as disclosed in the Buyer Vantage SEC Reports, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of BuyerVantage, investigation into the business, disclosures or operations of Buyer Vantage or any of its Subsidiaries. Buyer Vantage and its Subsidiaries have fully complied with, and there is no unresolved violation, criticism or exception by any Regulatory Agency or Governmental Entity with respect to, any report or statement relating to any examinations or inspections of Buyer Vantage or any of its Subsidiaries. Since January 1, 20112012, there has have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer Vantage or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in BuyerVantage’s ordinary course of business or as disclosed in the Buyer Vantage SEC Reports).

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 of the Buyer Disclosure Schedule, Buyer and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 2008 with the Regulatory Agencies and each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 20112008, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, foreign entity or Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has initiated since January 1, 2011 2008 or has pending any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Since January 1, 20112008, except as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Buyer and its Subsidiaries have fully complied with, and there is no unresolved violation, criticism or exception by any Regulatory Agency or Governmental Entity with respect to, any report or statement relating to any examinations or inspections of Buyer or any of its Subsidiaries. Since January 1, 20112008, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in Buyer’s ordinary course of business or as disclosed in the Buyer SEC Reports).

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 of the Buyer Disclosure Schedule, Buyer North Fork and each of its Subsidiaries have North Fork Subsidiary has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were it was required to file since January 1, 2011 2003 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) the Office of the Comptroller of the Currency, (iv) the NASD, (v) any state insurance commission or other state regulatory authority, including the NYSBD, (vi) the SEC, (vii) any foreign regulatory authority and (viii) any SRO (collectively, “Regulatory Agencies Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 20112003, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity entity, or any Regulatory AgencyAgency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer North Fork and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has initiated since January 1, 2011 2003 or has pending any proceeding, enforcement action or, to the knowledge of BuyerNorth Fork, investigation into the business, disclosures or operations of Buyer North Fork or any of its SubsidiariesNorth Fork Subsidiary. Since January 1, 2011, except as disclosed in the Buyer SEC Reports2003, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of BuyerNorth Fork, investigation into the business, disclosures or operations of Buyer North Fork or any of its SubsidiariesNorth Fork Subsidiary. Buyer and its Subsidiaries have fully complied with, and there There is no unresolved violation, criticism or exception by any Regulatory Agency or Governmental Entity with respect to, to any report or statement relating to any examinations or inspections of Buyer North Fork or any of its SubsidiariesNorth Fork Subsidiary. Since January 1, 20112003, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer North Fork or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in Buyer’s ordinary course of business or as disclosed in the Buyer SEC Reports)North Fork Subsidiary.

Reports; Regulatory Matters. (a) i. Except as set forth on Section 4.5 6.04(e) of the Buyer Disclosure Schedule, Buyer and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 with the Regulatory Agencies and each other applicable Governmental EntityAuthority, and all other reports and statements required to be filed by them since January 1, 2011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, foreign entity or Regulatory AgencyAuthorities, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by Regulatory Authorities or a Regulatory Agency or Governmental Entity Authority in the ordinary course of the business of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC ReportsDocuments, no Regulatory Agency Authority or Governmental Entity Authority has initiated since January 1, 2011 or has pending any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Since January 1, 2011, except as disclosed in the Buyer SEC ReportsDocuments, no Regulatory Agency Authority or Governmental Entity Authority has resolved any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Buyer and its Subsidiaries have fully complied with, and there is no unresolved violation, criticism or exception by any Regulatory Agency Authority or Governmental Entity Authority with respect to, any report or statement relating to any examinations or inspections of Buyer or any of its Subsidiaries. Since January 1, 2011, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency Authority or Governmental Entity Authority with respect to the business, operations, policies or procedures of Buyer or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency Authority or Governmental Entity Authority in Buyer’s ordinary course of business or as disclosed in the Buyer SEC ReportsDocuments).

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 of the Buyer Disclosure Schedule, Buyer and each of its Subsidiaries have Seller has timely filed (including all applicable extensions) all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were it was required to file since January 1December 31, 2011 2012 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) the Commissioner, (iv) any state insurance commission or other state regulatory authority, (v) any foreign regulatory authority, (vi) the Securities and Exchange Commission (“SEC”) and (vii) any SRO (each of the foregoing a “Regulatory Agencies Agency” and collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them it since January 1December 31, 20112012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, foreign entity or Regulatory AgencyAgency or Governmental Entity, and have has paid all fees and assessments due and payable in connection therewith. Except as set forth on Section 3.5 of the Seller Disclosure Schedule and except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC ReportsSeller, no Regulatory Agency or Governmental Entity has initiated since January 1December 31, 2011 2012 or has pending any proceeding, enforcement action or, to the knowledge of BuyerSeller, investigation into the business, disclosures or operations of Buyer or any Seller. Except as set forth on Section 3.5 of its Subsidiaries. Since January 1the Seller Disclosure Schedule, 2011since December 31, except as disclosed in the Buyer SEC Reports2012, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of BuyerSeller, investigation into the business, disclosures or operations of Buyer or any of its SubsidiariesSeller. Buyer and its Subsidiaries have Seller has fully complied with, and there is no unresolved violation, criticism criticism, comment or exception by any Regulatory Agency or Governmental Entity with respect to, any report or statement relating to any examinations or inspections of Buyer or any of its SubsidiariesSeller. Since January 1December 31, 20112012, there has have been no formal or informal inquiries of Seller by, or disagreements or disputes by Seller with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer or any of its Subsidiaries Seller (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in BuyerSeller’s ordinary course of business). Except as set forth on Section 3.5 of the Seller Disclosure Schedule, Seller is not subject to any cease-and-desist or other order or enforcement action issued by, or a party to any written agreement, consent agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, nor is it subject to any order or directive by, or has it been ordered to pay any civil money penalty by, or since December 31, 2013 a recipient of any supervisory letter from, nor has it adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated commercial banks or their subsidiaries (each item in this sentence, a “Seller Regulatory Agreement”), nor has Seller been advised since December 31, 2013 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Seller Regulatory Agreement. To the knowledge of Seller, there has not been any event or occurrence since December 31, 2013 that would result in a determination that Seller is not “well capitalized” and “well managed” as disclosed in the Buyer SEC Reports)a matter of U.S. federal banking law.

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 3.5(a) of the Buyer Company Disclosure Schedule, Buyer the Company and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 2005 with the Regulatory Agencies and each other any applicable Governmental EntityEntity including, but not limited to (i) the Federal Reserve Board, (ii) the FDIC, (iii) any state insurance commission or other state regulatory authority, (iv) any foreign regulatory authority, and all other reports and statements required to be filed by them since January 1, 20112005, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or Regulatory AgencyGovernmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer and the Company or any of its Subsidiaries, or as disclosed in the Buyer Company SEC Reports, no Regulatory Agency or Governmental Entity has initiated since January 1, 2011 2005 or has pending any proceeding, enforcement action or, to the knowledge of Buyerthe Company, investigation into the business, disclosures or operations of Buyer the Company or any of its SubsidiariesSubsidiaries and, to the knowledge of the Company, no such proceeding, enforcement action or investigation has been threatened. Since January 1, 2011, except Except as set forth on Section 3.5(a) of the Company Disclosure Schedule or as disclosed in the Buyer Company SEC Reports, since January 1, 2005, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Buyerthe Company, investigation into the business, disclosures or operations of Buyer the Company or any of its Subsidiaries. Buyer and its Subsidiaries have fully complied with, and there There is no unresolved violation, criticism criticism, comment or exception by any Regulatory Agency or Governmental Entity with respect to, to any report or statement relating to any examinations or inspections of Buyer the Company or any of its Subsidiaries. Since Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, since January 1, 20112005, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer the Company or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in Buyerthe Company’s ordinary course of business or as disclosed in the Buyer Company SEC Reports).

Reports; Regulatory Matters. (a) 5.5.1. Except as set forth on Section 4.5 5.5.1 of the Buyer Berkshire Bancorp Disclosure Schedule, Buyer Berkshire Bancorp and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 2007 with the Regulatory Agencies and each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 20112007, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer Berkshire Bancorp and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has initiated since January 1, 2011 2007 or has pending any proceeding, enforcement action or, to the knowledge of BuyerBerkshire Bancorp, investigation into the business, disclosures or operations of Buyer Berkshire Bancorp or any of its Subsidiaries. Since January 1, 2011, except as disclosed in the Buyer SEC Reports2007, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of BuyerBerkshire Bancorp, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Buyer and its Subsidiaries have fully complied with, and there is no unresolved violation, criticism or exception by any Regulatory Agency or Governmental Entity with respect to, any report or statement relating to any examinations or inspections of Buyer Berkshire Bancorp or any of its Subsidiaries. Since January 1, 20112007, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer Berkshire Bancorp or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in BuyerBerkshire Bancorp’s ordinary course of business or as disclosed in the Buyer SEC Reportsbusiness).

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 of the Buyer Disclosure Schedule, Buyer and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1December 31, 2011 2012 with the Regulatory Agencies and each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1December 31, 20112012, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, foreign entity or Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has initiated since January 1December 31, 2011 2012 or has pending any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Since January 1December 31, 20112012, except as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Buyer and its Subsidiaries have fully complied with, and there is no unresolved violation, criticism or exception by any Regulatory Agency or Governmental Entity with respect to, any report or statement relating to any examinations or inspections of Buyer or any of its Subsidiaries. Since January 1December 31, 20112012, there has have been no formal or informal inquiries of Buyer by, or disagreements or disputes by Buyer with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in Buyer’s ordinary course of business or as disclosed in the Buyer SEC Reports).

Reports; Regulatory Matters. (ai) Except as set forth on Section 4.5 6.04(e) of the Buyer Disclosure Schedule, Buyer and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 with the Regulatory Agencies and each other applicable Governmental EntityAuthority, and all other reports and statements required to be filed by them since January 1, 2011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, foreign entity or Regulatory AgencyAuthorities, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by Regulatory Authorities or a Regulatory Agency or Governmental Entity Authority in the ordinary course of the business of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC ReportsDocuments, no Regulatory Agency Authority or Governmental Entity Authority has initiated since January 1, 2011 or has pending any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Since January 1, 2011, except as disclosed in the Buyer SEC ReportsDocuments, no Regulatory Agency Authority or Governmental Entity Authority has resolved any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Buyer and its Subsidiaries have fully complied with, and there is no unresolved violation, criticism or exception by any Regulatory Agency Authority or Governmental Entity Authority with respect to, any report or statement relating to any examinations or inspections of Buyer or any of its Subsidiaries. Since January 1, 2011, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency Authority or Governmental Entity Authority with respect to the business, operations, policies or procedures of Buyer or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency Authority or Governmental Entity Authority in Buyer’s ordinary course of business or as disclosed in the Buyer SEC ReportsDocuments).

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 of the Buyer FSGI Disclosure Schedule, Buyer FSGI and each of its Subsidiaries have timely filed (including all applicable extensions) all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2011 2013 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) the OCC, (iv) any state banking commission or other state regulatory authority, including the Tennessee Department of Financial Institutions, (iv) any foreign regulatory authority, and (v) any SRO, and the rules and regulations of the NASDAQ Stock Market (“NASDAQ”) (collectively, the “FSGI Regulatory Agencies” and, together with the Atlantic Capital Regulatory Agencies Agencies, the “Regulatory Agencies”) and each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 20112013, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, foreign entity or FSGI Regulatory AgencyAgency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a FSGI Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer FSGI and its Subsidiaries, or as disclosed in the Buyer FSGI SEC ReportsReports (and referenced at Section 4.5 of the FSGI Disclosure Schedule), no FSGI Regulatory Agency or Governmental Entity has initiated since January 1, 2011 2013 or has pending any proceeding, enforcement action or, to the knowledge Knowledge of BuyerFSGI, investigation into the business, disclosures or operations of Buyer FSGI or any of its Subsidiaries. Since January 1, 20112013, except as disclosed in the Buyer FSGI SEC Reports, no FSGI Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge Knowledge of BuyerFSGI, investigation into the business, disclosures or operations of Buyer FSGI or any of its Subsidiaries. Buyer FSGI and its Subsidiaries have fully complied with, and there is no unresolved violation, criticism or exception by any FSGI Regulatory Agency or Governmental Entity with respect to, any report or statement relating to any examinations or inspections of Buyer FSGI or any of its Subsidiaries. Since January 1, 20112013, there has have been no formal or informal inquiries by, or disagreements or disputes with, any FSGI Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer FSGI or any of its Subsidiaries (other than normal examinations conducted by a FSGI Regulatory Agency or Governmental Entity in BuyerFSGI’s ordinary course of business or as disclosed in the Buyer FSGI SEC Reports). To the Knowledge of FSGI, there has not been any event or occurrence since January 1, 2013 that would result in a determination that FSGBank is not an eligible depository institution as defined in 12 C.F.R. § 303.2(r).

Reports; Regulatory Matters. (a) Except as set forth on Section 4.5 of the Buyer Disclosure Schedule, Buyer and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1December 31, 2011 with the Regulatory Agencies and each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1December 31, 2011, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, foreign entity or Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of Buyer and its Subsidiaries, or as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has initiated since January 1December 31, 2011 or has pending any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Since January 1December 31, 2011, except as disclosed in the Buyer SEC Reports, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Buyer, investigation into the business, disclosures or operations of Buyer or any of its Subsidiaries. Buyer and its Subsidiaries have fully complied with, and there is no unresolved violation, criticism or exception by any Regulatory Agency or Governmental Entity with respect to, any report or statement relating to any examinations or inspections of Buyer or any of its Subsidiaries. Since January 1December 31, 2011, there has have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of Buyer or any of its Subsidiaries (other than normal examinations conducted by a Regulatory Agency or Governmental Entity in Buyer’s ordinary course of business or as disclosed in the Buyer SEC Reports).