Reports Sample Clauses

Reports. Except for immaterial late filings, since December 31, 2013, each First South Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, each First South Carolina Financial Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesdate, such reports and documents did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late CFI and Bank, and each of their Subsidiaries, have timely filed or furnished, as applicable, all reports, notices, applications, schedules, registration and proxy statements, and other filings, since December 31documents, 2013, each First South Entity has timely filed all reports and statements, instruments (together with any amendments required to be made with respect thereto, ) that it was they have been required to file or furnish since January 1, 2014, with or to the Federal Reserve, the FDIC, the TDFI, or any other Governmental AuthoritiesEntity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file or furnish any such report, notice, application, schedule, registration or proxy statement or other filing, document or instrument or to pay any such fees and assessments would not reasonably be expected to have, either individually or in the aggregate, a CFI Material Adverse Effect. As of their respective dates, each of such reports reports, notices, applications, schedules, registration and proxy statements, and other filings, documents, including the financial statements, exhibits, and schedules thereto, instruments were complete and accurate in all material respects and complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late Commerce Union and Reliant have timely filed or furnished, as applicable, all reports, notices, applications, schedules, registration and proxy statements, and other filings, since December 31documents, 2013, each First South Entity has timely filed all reports and statements, instruments (together with any amendments required to be made with respect thereto, ) that it was they have been required to file or furnish since January 1, 2014, with or to the Federal Reserve, the FDIC, the TDFI, or any other Governmental AuthoritiesEntity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file or furnish the same or pay such fees and assessments would not reasonably be expected to have , either individually or in the aggregate, a Commerce Union Material Adverse Effect. As of their respective dates, each of such reports reports, notices, applications, schedules, registration and proxy statements, and other filings, documents, including the financial statements, exhibits, and schedules thereto, instruments were complete and accurate in all material respects and complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013Since its formation, each First South Entity FCB Company has timely filed all reports reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental (i) the SEC, including but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities and all other material reports and statements required to be filed by it, and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by Regulatory Authorities in the regular course of the business of the FCB Companies, to the Knowledge of any FCB Company, no Regulatory Authority has initiated any proceeding or, to the Knowledge of any FCB Company, investigation into the business or operations of any FCB Company. There is no unresolved violation, criticism or exception by any Regulatory Authority with respect to any report or statement or lien or any examinations of any FCB Company. As of their respective dates, each of such reports reports, registrations, statements and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation all Securities Laws. As of their its respective datesdate, each of such reports reports, registrations, statements and documents did not, in all any material respects, 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 made therein, in light of the circumstances under which they were made, not misleading. Other than the FCB Call Reports, the financial information and reports contained in each of such reports, registrations, statements and documents (including the related notes, where applicable), (a) has been prepared in all material respects in accordance with GAAP, which principles have been consistently applied during the periods involved, except as otherwise noted therein, (b) fairly presents the financial position of the FCB Companies as of the respective dates thereof, and (c) fairly presents the results of operations of the FCB Companies for the respective periods therein set forth.
Reports. Except for immaterial late filingsSince July 1, since December 31, 20132004, each First South Seller Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Regulatory Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince January 1, since December 31, 20132002, each First South Buyer Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, each First South Entity The Company has timely filed with all reports applicable Governmental Entities true and statements, together with any amendments required to be made with respect thereto, complete copies of the Company Public Documents that it was the Company is required to file with Governmental Authoritiestherewith. As of their respective dates, each of such reports and documents, including The Company Public Documents at the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents time filed: (a) did not, in all material respects, not 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 made therein, in the light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the requirements of applicable Securities Laws.
Reports. Except for immaterial late filings, since December 31, 2013, each First South Entity has timely filed Tidelands shall file all reports and statements, together with any amendments required to be made filed with respect thereto, that it was required any regulatory or governmental agencies between the date of this Agreement and the Closing Date and shall deliver to file with Governmental Authorities. As United copies of their respective dates, each of all such reports and documents, including promptly after the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Lawssame are filed. As of their respective dates, such reports and documents did not, of Tidelands filed under the Exchange Act will comply in all material respects, respects with the securities laws and will not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince January 1, since December 311999, 2013or the date of organization if later, each First South Entity CommerceSouth Company has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CommerceSouth). As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material Material respects with all applicable Laws. As of their its respective datesdate, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such reports filing, each such report and documents document did not, in all material Material respects, contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince January 1, since December 312003, 2013or the date of organization if later, each First South Entity Peoples Company has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material Material respects with all applicable Laws. As of their its respective datesdate, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such reports filing, each such report and documents document did not, in all material respects, not contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince January 1, since December 312003, 2013or the date of organization if later, each First South Entity has BancTrust Company has, except as Previously Disclosed, timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material Material respects with all applicable Laws. As of their its respective datesdate, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such reports filing, each such report and documents document did not, in all material Material respects, contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132007, the Company and each First South Entity has timely Company Subsidiary have filed all reports material reports, registrations, documents, filings, statements and statementssubmissions, together with any required amendments required to be made with respect thereto, that it was required to file with any Governmental AuthoritiesEntity (the foregoing, collectively, the "Company Reports") and have paid all material fees and assessments due and payable in connection therewith. As of their respective filing dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, Company Reports complied in all material respects with all statutes and applicable Lawsru les and regulations of the applicable Governmental Entities, as the case may be. As of their respective datesthe date of this Agreement, there are no outstanding comments from the SEC or any other Governmental Entity with respect to any Company Report that were enumerated within such reports and report or otherwise were the subject of written correspondence with respect thereto. The Company Reports, including the documents incorporated by reference in each of them, each contained all the information required to be included in it and, when it was filed and, as of the date of each such Company Report filed with or furnished to the SEC, or if amended prior to the date of this Agreement, as of the date of such amendment, did not, in all material respects, not contain any an 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 made thereinin it, in light of the circumstances under which they were made, not misleadingmisleading and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002. Copies of all of the Company Reports not otherwise publicly filed have, to the extent allowed by applicable Law, been made available to the Investor by the Company.
Reports. Except for immaterial late filingsSince July 1, since December 312011, 2013, Simplicity and each First South Entity of its Subsidiaries has timely filed all material reports (including but not limited to call reports or other similar reports), registrations, documents, filings, statements and statementssubmissions, together with any amendments required to be made with respect amendments, exhibits and schedules thereto, that it each was required to file with any Governmental AuthoritiesEntity, (the foregoing, collectively, the "Simplicity Reports"), and has paid all fees and assessments due and payable in connection therewith. As of their respective filing dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, Simplicity Reports complied in all material respects with all applicable Lawsrequirements of Law. As Simplicity Reports, including the documents incorporated by reference into, or delivered, filed or furnished with, each of them, contained all material information required to be included therein. Since July 1, 2011, each communication by Simplicity, any of its Subsidiaries or their respective datesAffiliates or, to the Knowledge of Simplicity, representatives with the holders of Simplicity Common Stock (including, solely for purposes of this Section 4.11, Persons who were actual investors in Simplicity Common Stock as of the date of such reports and documents communication and, to the Knowledge of Simplicity, with Persons who were prospective investors in Simplicity Common Stock as of the date of such communication) did not, in all material respectsas of the date communicated to any such Person, violate or conflict with any applicable Law or contain any untrue statement a misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, therein not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132010, HomeStreet and each First South Entity of its Subsidiaries has timely filed all material reports (including but not limited to call reports or other similar reports), registrations, documents, filings, statements and statementssubmissions, together with any amendments required to be made with respect amendments, exhibits and schedules thereto, that it each was required to file with any Governmental AuthoritiesEntity, (the foregoing, collectively, the "HomeStreet Reports"), and each has paid all fees and assessments due and payable in connection therewith. As of their respective filing dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, HomeStreet Reports complied in all material respects with all applicable Lawsrequirements of Law. As HomeStreet Reports, including the documents incorporated by reference into, or delivered, filed or furnished with, each of their respective datesthem, contained all material information required to be included therein. Since December 31, 2008, each communication with the holders of HomeStreet Common Stock (including, solely for purposes of this Section 5.11, Persons who were actual or prospective investors in HomeStreet Common Stock as of the date of such reports and documents communication) did not, in all material respectsas of the date communicated to any such Person, contain any untrue statement a misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, therein not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132007 through the date of this Agreement, each First South Entity the Company has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Lawsthe filing requirements of Sections 13(a), 14(a) and 15(d) of the Exchange Act. As of their respective datesThe SEC Reports, such reports and documents did notwhen they became effective or were filed with the Commission, as the case may be, conformed in all material respectsrespects to the requirements of the Exchange Act, contain any and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made thereinsuch statements, in light of the circumstances under in which they were made, not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132007, each First South Target Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental AuthoritiesRegulatory Authorities (other than the SEC). As of their its respective datesdate, each of such reports report and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132007, each First South Buyer Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental AuthoritiesRegulatory Authorities (other than the SEC). As of their its respective datesdate, each of such reports report and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, Texas Regional and each First South Entity of its significant subsidiaries has timely filed all material reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities(i) the SEC, (ii) the Federal Reserve Board, and (iii) the Texas Department of Banking. As To the best of Texas Regional's knowledge, as of their respective dates, each of such reports and documents, as amended, including the financial statements, exhibits, exhibits and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesthe relevant statutes, such reports rules and documents regulations enforced or promulgated by the regulatory authority with which they were filed, and did not, in all material respects, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsfilings or as otherwise disclosed in Section 3.19 of Seller Disclosure Memorandum, since December 31, 2013Seller's inception, each First South Seller Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsfilings or as otherwise disclosed in Section 4.7 of Buyer Disclosure Memorandum, since December 31January 1, 20132010, each First South Buyer Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, each such reports report, statement and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsas disclosed in Section 4.19 of the Seller Disclosure Memorandum, since December 31July 1, 20132003, each First South Seller Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing provisions of this Section 4.19, Seller Entities may have made immaterial late filings, which are disclosed in Section 4.19 of the Seller Disclosure Memorandum.
Reports. Except for immaterial late filingsas disclosed in Section 5.19 of the Buyer Disclosure Memorandum, since December 31July 1, 20132003, each First South Buyer Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing provisions of this Section 5.17, Buyer Entities may have made immaterial late filings, which are disclosed in Section 5.17 of the Buyer Disclosure Memorandum.
Reports. Except for immaterial late filingsas set forth on Section 3.4(g) of the Seacoast Disclosure Letter, since December 31, 2013, SBC has and each First South Entity has of its Subsidiaries have timely filed all reports reports, statements, and statementscertifications, together with any amendments required to be made with respect thereto, that it was they were required to file since December 31, 2014 and prior to the date hereof with Governmental Authorities, and have paid all fees and assessments due and payable in connection therewith. As There is no unresolved violation or exception of their respective dateswhich SBC has been given notice by any Governmental Authority with respect to any such report, each of such reports and documentsstatement or certification. No report, including any report filed with the financial statementsSEC, exhibitsthe FDIC, the OCC, the Federal Reserve Board or other banking regulatory agency, and schedules theretono report, complied in all material respects with all applicable Laws. As proxy statement, statement or offering materials made or given to shareholders of their SBC or SNB since December 31, 2014, as of the respective datesdates thereof, such reports and documents did not, in all material respects, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, all of the foregoing reports complied as to form in all material respects with the published rules and regulations of the Governmental Authority with jurisdiction thereof and with respect thereto. There are no outstanding comments from or unresolved issues raised by the Governmental Authorities with respect to any of the foregoing reports filed by SBC or its Subsidiaries.
Reports. Except for immaterial late filingsas disclosed in Section 4.19 of Seller Disclosure Memorandum, since December 31, 2013Seller's inception, each First South Seller Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing provisions of this Section 4.19, Seller Entities may have made immaterial late filings.
Reports. Except for immaterial late filingsSince January 1, since December 31, 20132012, each First South Buyer Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesdate, each such reports report, statement and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsThe Company has previously filed or will provide evidence to the satisfaction of Buyer Agent, since December 31prior to closing, 2013that all reports, each First South Entity has timely filed all reports and registration statements, together with any definitive proxy statements and other documents and all amendments thereto and supplements thereof required to be made filed by it with respect theretothe U.S. Securities and Exchange Commission (the "Commission") as respectively required, that it was required to file (the "SEC Reports"), are available and will comply in all material respects with Governmental Authoritiesthe applicable requirements of the respective agency or listing body and the rules and regulations promulgated thereunder. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, SEC Reports complied in all material respects with all applicable Laws. As the requirements and none of their respective datesthe SEC Reports, such reports and documents did notwhen filed, in all material respects, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries if any, as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Reports. Except for immaterial late filingsAs of the respective dates, since December 31, 20131998, each First South none of Sellers reports to any Governmental Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As contained at the time of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, contain filing any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances circumstance under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, The Company and each First South Entity has of the Banks have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was they were required to file with Governmental Regulatory Authorities, and have paid all fees and assessments due and payable in connection therewith or have recorded an adequate reserve or accrual for the payment thereof, except failures to file and pay which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their its respective datesdate, each such reports report and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsas disclosed in Section 5.19 of BOE Disclosure Memorandum, since December 31January 1, 20132004, in addition to the BOE Exchange Act Reports, each First South BOE Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince inception, since December 31in addition to the CBAC Exchange Act Reports, 2013, each First South Entity CBAC has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesdate, each such reports report, statement and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsas disclosed in Section 5.19 of TFC Disclosure Memorandum, since December 31January 1, 20132004, in addition to the TFC Exchange Act Reports, each First South TFC Entity has timely filed all other reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince inception, since December 31in addition to the CBAC Exchange Act Reports, 2013, each First South Entity CBAC has timely filed all other reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesdate, each such reports report, statement and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late The Corporation and each Subsidiary has filed all reports, forms, correspondence, registrations, submissions, filings, since December 31, 2013, each First South Entity has timely filed all reports documents and statements, together with any amendments required to be made with respect theretothereto (Reports), that it was required to file with any Governmental Authorities. As of their respective datesEntity, each of such and all other reports and documentsstatements required to be filed by them, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, or any Governmental Entity and have paid all fees and assessments due and payable in connection therewith. Each Report, including the financial statementsdocuments incorporated by reference in each, exhibitscontained all of the information required to be included in it and, when it was filed and schedules thereto, complied in all material respects with all applicable Laws. As as of their respective datesthe date of each such Report, such reports and documents Report did not, in all material respectsas of its date or if amended prior to the date of this Agreement, as of the date of such amendment, contain any an 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 made thereinin it, in light of the circumstances under which they were are made, not misleadingmisleading and complied with the applicable requirements of the applicable Governmental Entity.
Reports. Except for immaterial late filings, since Since December 31, 20132010, the Company and each First South Entity has timely Company Subsidiary have filed all reports material reports, registrations, documents, filings, statements and statementssubmissions, together with any required amendments required to be made with respect thereto, that it was they were required to file with any Governmental AuthoritiesEntity (the foregoing, collectively, being referred to herein as the Company Reports) and have paid all material fees and assessments due and payable in connection therewith. As of their respective filing dates, each of such reports and documentsor as subsequently amended prior to the date hereof, including the financial statements, exhibits, and schedules thereto, Company Reports complied in all material respects with all statutes and applicable Lawsrules and regulations of the applicable Governmental Entities. As of their respective datesthe date of this Agreement, there are no outstanding comments from the SEC or any other Governmental Entity with respect to any Company Report that were the subject of written correspondence that have not been resolved. The Company Reports, including the documents incorporated by reference in each of them, each contained all the information required to be included in it and, when it was filed and, as of the date of each such reports and documents Company Report filed with the SEC, or if amended prior to the date of this Agreement, as of the date of such amendment, did not, in all material respects, not contain any an 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 made thereinin it, in light of the circumstances under which they were made, not misleading.misleading and complied as to form in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the Exchange Act). No executive officer of
Reports. Except for immaterial late filings, since Since December 31, 20132008, each First South Target Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental AuthoritiesRegulatory Authorities (other than the SEC). As of their its respective datesdate, each of such reports report and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132008, each First South Buyer Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental AuthoritiesRegulatory Authorities (other than the SEC). As of their its respective datesdate, each of such reports report and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, each First South Entity Each Fund has timely filed all reports reports, registrations, offering memoranda, statements and statementsother filings, together with any amendments required to be made with respect theretothereto concerning the Fund, that it was were required to file be filed with any Governmental AuthoritiesAuthority or any Self-Regulatory Organization (all such reports, and statements being collectively referred to herein as the Reports). As To the knowledge of their respective datesParent, each of such reports and documentsthe Reports, including the financial statements, exhibits, and schedules theretowhen filed, complied in all material respects as to form with all applicable Laws. As of their respective datesstatutes, such reports rules, regulations and documents orders (whether or not enforced or promulgated by the Governmental Authority with which they were filed) and did not, in all material respects, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsFirst Security shall file (and shall cause the First Security Subsidiaries to file), since December 31between the date of this Agreement and the Effective Time, 2013, each First South Entity has timely filed all material reports and statements, together with any amendments required to be made filed by it with respect theretothe Commission and any other regulatory authorities having jurisdiction over such party, that it was required and shall deliver to file with Governmental Authorities. As AFB, as the case may be, copies of their respective dates, each of all such reports promptly after the same are filed. If financial statements are contained in any such reports filed with the Commission, such financial statements will fairly present the consolidated financial position of the entity filing such statements as of the dates indicated and documentsthe consolidated results of operations, including the financial statements, exhibitschanges in shareholders' equity, and schedules thereto, complied cash flows for the periods then ended in all material respects accordance with all applicable LawsGAAP (subject in the case of interim financial statements to the absence of notes and to normal recurring year-end adjustments that are not material). As of their respective dates, such reports and documents did not, filed with the Commission will comply in all material respects, respects with the Securities Laws and will not 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 made therein, in light of the circumstances under which they were made, not misleading. Any financial statements contained in any other reports to a regulatory authority other than the Commission shall be prepared in accordance with requirements applicable to such reports.
Reports. Except for immaterial late filingsas disclosed in Schedule 5.20, since December 31January 1, 20132006, in addition to the FFC Exchange Act Reports, each First South FFC Entity has timely filed all other reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesdate, each such reports report, statement and documents document did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince inception, since December 31in addition to the SPAH Exchange Act Reports, 2013, each First South Entity SPAH has timely filed all other reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesdate, each such reports report, statement and documents document did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132002, each First South Entity of the Warrantor Companies has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities(i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements, (ii) the Federal Reserve, (iii) the Federal Deposit Insurance Corporation, and (iv) any applicable state banking, insurance, securities or other regulatory authorities. As of their respective datesdates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits, exhibits and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesthe statutes, such reports rules and documents regulations enforced or promulgated by the authority with which they were filed and did not, in all material respects, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, therein in light of the circumstances under which they were made, made not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132011, each First South WSFS Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental AuthoritiesRegulatory Authorities (other than the SEC). As of their its respective datesdate, each of such reports report and documents, including the financial statements, exhibits, and schedules thereto, complied document was in compliance in all material respects with all the requirements of any applicable Laws. As of their respective dates, such reports Law and documents did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, therein not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132007, the Company and each First South Entity Company Subsidiary has timely filed all reports material reports, registrations, documents, filings, statements and statementssubmissions, together with any amendments required to be made with respect thereto, that it was required to file with any Governmental AuthoritiesEntity (the foregoing, collectively, the "Company Reports") and has paid all material fees and assessments due and payable in connection therewith. As of their respective datesdates of filing, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, Company Reports complied in all material respects with all statutes and applicable Lawsrules and regulations of the applicable Governmental Entities. As In the case of their respective dateseach such Company Report filed with or furnished to the SEC, such reports and documents Company Report did not, in all material respectsas of its date or if amended prior to the date of this Agreement, as of the date of such amendment, contain any an 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 made thereinin it, in light of the circumstances under which they were made, not misleadingmisleading and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Reports. Except for immaterial late filingsas disclosed in Section 4.19 of Seller Disclosure Memorandum, since December 31, 2013Sellers inception, each First South Seller Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing provisions of this Section 4.19, Seller Entities may have made immaterial late filings.
Reports. Except for immaterial late filingsSince January 1, since December 31, 20132002, each First South Buyer Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesdate, each such reports report, statement and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsfilings or as otherwise disclosed in Section 4.19 of the Clover Disclosure Memorandum, since December 31January 1, 20132016, each First South Clover Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsfilings or as otherwise disclosed in Section 5.14 of the Buyer Disclosure Memorandum, since December 31January 1, 20132016, each First South Buyer Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsas disclosed in Section 4.19 of the Independence Disclosure Memorandum, since December 31, 2013, each First South Independence Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As Except as corrected by subsequent amendments, as of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing provisions of this Section 4.19, Independence Entities may have made immaterial late filings.
Reports. Except for immaterial late filingsSince January 1, since December 31, 20132014, each First South Parent Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As Except as corrected by subsequent amendments, as of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince January 1, since December 31, 20132014, each First South Entity FFHI Company has timely filed all reports reports, registration statements, statements and statementsother documents, together with any amendments required to be made with respect thereto, that it was required to file with Governmental (i) the Regulatory Authorities, and (ii) any applicable state securities or banking authorities and all other material reports and statements required to be filed by it, and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by Regulatory Authorities in the ordinary course of the business of the FFHI Companies, to the Knowledge of any FFHI Company, no Regulatory Authority has initiated any proceeding or, to the Knowledge of any FFHI Company, investigation into the business or operations of any FFHI Company. To the Knowledge of any FFHI Company, there is no unresolved violation, criticism or exception by any Regulatory Authority with respect to any report or statement or lien or any examinations of any FFHI Company. As of their respective dates, each of such reports reports, registrations, statements and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including, without limitation, all Securities Laws. As of their its respective datesdate, each of such reports reports, registrations, statements and documents did not, complied in all material respectsrespects with the provisions of applicable Law. The financial information and reports contained in each of such reports, contain any untrue statement of a registrations, statements and documents (including the related notes, where applicable), (a) have been prepared in all material fact respects in accordance with GAAP or omit to state a material fact required to be stated therein or necessary to make RAP, as applicable, which principles have been consistently applied during the statements made periods involved, except as otherwise noted therein, in light (b) fairly present the financial position of the circumstances under which they were madeFFHI Companies as of the respective dates thereof, not misleadingand (c) fairly present the results of operations of the FFHI Companies for the respective periods therein set forth. No FFHI Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among FFHI and any other FFHI Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any "off-balance sheet arrangement"), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, FFHI or any other FFHI Company in FFHI's or such other FFHI Company's financial statements.
Reports. Except for immaterial late filings, since Since December 31, 20132003, each First South Entity SouthBank has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Regulatory Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their its respective datesdate, each such reports report and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince January 1, since December 312003, 2013, each First South Entity Salem has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities(1) the Department, (2) the FDIC and (3) any other Regulatory Authorities having jurisdiction with respect to Salem. As of their respective datesdates (and without giving effect to any amendments or modifications filed after the Execution Date with respect to reports and documents filed before the Execution Date), each of such reports and documents, including the financial statements, exhibits, exhibits and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesthe statutes, such reports rules and documents regulations enforced or promulgated by the Regulatory Authority with which they were filed and did not, in all material respects, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince January 1, since December 31, 20132003, each First South Entity of Frontier and its Subsidiaries has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities(1) the FDIC, (2) the Department, (3) the Federal Reserve Board, and (4) any other Regulatory Authorities having jurisdiction with respect to Frontier and its Subsidiaries. As of their respective datesdates (and without giving effect to any amendments or modifications filed after the Execution Date with respect to reports and documents filed before the Execution Date), each of such reports and documents, including the financial statements, exhibits, exhibits and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesthe statutes, such reports rules and documents regulations enforced or promulgated by the Regulatory Authority with which they were filed and did not, in all material respects, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsas disclosed in Section 4.19 of Subsidiary Disclosure Memorandum, since December 31January 1, 20132009, each First South Entity and, to the Knowledge of management of the Subsidiary, since Subsidiarys inception, Subsidiary has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing provisions of this Section 4.19, Subsidiary may have made immaterial late filings.
Reports. Except for immaterial late filings, since Since December 31, 20131998, or the date of organization if later, RBMG and each First South Entity of its Subsidiaries has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was were required to file be filed with Governmental Authoritiesany Regulatory Authority or Agency. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their its respective datesdate, each such reports report and documents document did not, in all any material respectsrespect, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20131998, or the date of organization if later, NetBank and each First South Entity of its Subsidiaries has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was were required to file be filed with Governmental Authoritiesany Regulatory Authority or Agency. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their its respective datesdate, each such reports report and documents document did not, in all any material respectsrespect, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, NetBank and RBMG each First South Entity has timely filed shall file all reports and statements, together with any amendments required to be made filed by it with respect thereto, that it was required to file with Governmental AuthoritiesRegulatory Authorities between the date of this Agreement and the Closing Date. As of their respective dates, each of If financial statements are contained in any such reports and documentsfiled with the SEC, including such financial statements will fairly present the consolidated financial statementsposition of the Person filing such statements as of the dates indicated and, exhibitsif applicable, the consolidated results of operations, changes in shareholders' equity, and schedules thereto, complied cash flows for the periods then ended in all material respects accordance with all applicable LawsGAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material). As of their respective dates, such reports and documents did not, filed with the SEC will comply in all material respects, respects with the Securities Laws and will not 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 made therein, in light of the circumstances under which they were made, not misleading. Any financial statements contained in any other reports to another Regulatory Authority shall be prepared in accordance with Laws applicable to such reports.
Reports. Except for immaterial late filingsSince January 1, since December 312009, 2013, each First South Entity has the CVBK Entities have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was they were required to file with Governmental Regulatory Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their its respective datesdate, each such reports report and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading. Except for normal examinations conducted by a Regulatory Authority in the ordinary course of the business of the CVBK Entities, there is no pending proceeding before, or, to the Knowledge of CVBK, examination or investigation by, any Regulatory Authority into the business or operations of any of the CVBK Entities. There are no unresolved violations, criticisms or exceptions by any Regulatory Authority with respect to any Report relating to any examinations of any of the CVBK Entities.
Reports. Except for immaterial late filings, since December 31, 2013, Continental and each First South Entity has of the Continental Subsidiaries have timely filed all reports submissions, reports, registrations, schedules, forms, statements and statementsother documents, together with any amendments required to be made with respect thereto, that it was they were required to file since January 1, 2009 with Governmental Authoritiesthe Regulatory Agencies, and have paid all fees and assessments due and payable in connection therewith, except in each case where the failure to file such report, registration, schedule, form, statement or other document, or to pay such fees and assessments, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental. As No publicly available final registration statement, prospectus, report, form, schedule or definitive proxy statement filed since January 1, 2009 by Continental with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the Continental SEC Reports), as of their respective dates, each the date of such reports and documentsContinental SEC Report, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. Since January 1, 2009, as of their respective dates, all Continental SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations thereunder with respect thereto.
Reports. Except for immaterial late filingsSince January 1, since December 312001, 2013or the date of its organization if later, each First South Futurus Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Regulatory Authorities, except in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Futurus Material Adverse Effect. As of their respective datesdates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of such reports and documents, including including, the financial statements, exhibits, and schedules thereto, thereto complied in all material respects with all applicable Laws. As of their its respective datesdate, such reports report and documents document did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading. No Futurus Subsidiary is registered with the SEC or the NASD, and none is required to file any documents with the SEC under any Securities Laws.
Reports. Except for immaterial late filingsas disclosed in Section 6.5 of the Crescent Disclosure Memorandum, since December 31January 1, 20132001, each First South Crescent Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental AuthoritiesRegulatory Authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Crescent Material Adverse Effect). As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable LawsLaws (unless such reports or documents have been amended and/or restated, in which case, they complied in all material respects with all applicable Laws as of the date of such amendment and/or restatement). As of their its respective datesdate, each such reports report and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince January 1, since December 311999, 2013or the date of organization if later, each First South Entity has BancTrust Company has, except as Previously Disclosed, timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on BancTrust). As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material Material respects with all applicable Laws. As of their its respective datesdate, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such reports filing, each such report and documents document did not, in all material Material respects, contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, Texas Regional and each First South Entity of its significant subsidiaries has timely filed all material reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities(i) the SEC, (ii) the Federal Reserve Board, and (iii) the Texas Department of Banking. As To the best of Texas Regionals knowledge, as of their respective dates, each of such reports and documents, as amended, including the financial statements, exhibits, exhibits and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesthe relevant statutes, such reports rules and documents regulations enforced or promulgated by the regulatory authority with which they were filed, and did not, in all material respects, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince March 6, since December 31, 20132012, each First South Entity Purchaser Group Member has timely filed (subject to any permitted extension) all reports material reports, forms, certifications, registrations, documents, filings, statements and statementssubmissions, together with any exhibits, amendments required to be made with respect and supplements thereto, that it was required to file with any Governmental AuthoritiesAuthority (the foregoing, collectively, the AerCap Reports) and has paid all material fees and assessments due and payable in connection therewith. As of their respective datesdates of filing, (i) each of the AerCap Reports filed with the SEC and, to the knowledge of AerCap, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, other AerCap Report complied in all material respects with all statutes and applicable Laws. As rules and regulations of their respective datesthe applicable Governmental Authorities, such reports and documents (ii) each of the AerCap Reports filed with the SEC did not, in all material respects, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated or incorporated by reference therein or necessary to make the statements made therein, therein in light of the circumstances under which they were made, not misleading, and (iii) to the knowledge of AerCap each of the other AerCap Reports was complete and accurate in all material respects. This paragraph 15 shall not apply with respect to Tax Returns.
Reports. Except for immaterial late filings, since December 31, 2013, The Seller and each First South Entity of its Subsidiaries has timely filed all reports and forms, reports, schedules, registration statements, proxy statements, information statements and other documents (together with any all amendments thereof and supplements thereto) that were required to be made filed by the Seller or any Subsidiary with respect theretoany applicable Governmental Entity, including the SEC, since January 1, 2005 (as such documents have since the time of their filing been amended or supplemented, the Seller Reports), which are all of the documents (other than preliminary material) that it the Seller or any Subsidiary was required to file with any applicable Governmental AuthoritiesEntity since such date. The Seller has made available to Buyer all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SECs EDGAR database. As of their respective datesdates (and without giving effect to any amendments or supplements filed after the date of this Agreement with respect to Seller Reports filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents Seller Reports did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading. None of the Sellers Subsidiaries is required to file any forms, reports or other documents with the SEC. As of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the Seller Reports filed with the SEC (the SEC Reports).
Reports. Except for immaterial late filingsSince January 1, since December 312000, 2013, Bank and each First South Entity of its Subsidiaries has timely filed all reports and statements, together with any amendments required to be made with respect thereto, if any, that it was required to file with Governmental Authorities(i) the Federal Reserve, (ii) the FDIC, and (iii) any other Regulatory Authority with jurisdiction over Bank or any of its Subsidiaries, and have paid all fees and assessments due and payable in connection therewith. As of their respective dates, each of such reports and documents, as amended, including the any financial statements, exhibits, exhibits and schedules thereto, complied in all material respects with all applicable Laws. As of their respective datesthe relevant statutes, such reports rules and documents regulations enforced or promulgated by the Regulatory Authority with which they were filed, and did not, in all material respects, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsThe Company and each of its Subsidiaries has, since December 31in a timely manner, 2013, each First South Entity has timely filed all reports and forms, reports, schedules, registration statements, proxy statements, information statements and other documents (together with any all amendments thereof and supplements thereto) that were required to be made filed by the Company or any Subsidiary with respect theretoany applicable Governmental Entity, including the SEC, since July 1, 2003 (as such documents have since the time of their filing been amended or supplemented, the Company Reports), which are all of the documents (other than preliminary material) that it the Company or any Subsidiary was required to file with any applicable Governmental AuthoritiesEntity since such date. The Company has made available to Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SECs EDGAR database. As of their respective datesdates (and without giving effect to any amendments or supplements filed after the date of this Agreement with respect to Company Reports filed before the date of this Agreement), each of such reports and documentsthe Company Reports, including the financial statements, exhibits, and schedules thereto, (i) complied as to form in all material respects with Legal Requirements, including, in the case of forms, reports, schedules, registration statements, proxy statements, information statements and other documents (together with all applicable Laws. As amendments thereof and supplements thereto) subject to the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the Securities Act), or the Exchange Act (as such documents have since the time of their respective datesfiling been amended or supplemented, such reports the SEC Reports), the requirements of the Securities Act or the Exchange Act, as the case may be, and documents (ii) did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading. None of the Companys Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. As of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports.
Reports. Except for immaterial late filingsCoretec has filed (including, since December 31as applicable, 2013on SEDAR) or furnished, each First South Entity has timely filed as applicable, with the Securities Authorities, stock exchanges and all applicable self-regulatory authorities all forms, reports, schedules, statements, certifications, material change reports and statements, together with any amendments other documents required to be made with respect theretofiled or furnished by it (such forms, that it was required to file with Governmental Authorities. As of their respective datesreports, each of such reports schedules, statements, certifications and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the financial statementsCoretec Documents). The Coretec Documents, exhibitsat the time filed or furnished, (a) did not contain any misrepresentation (as defined in the Securities Act (Ontario)) and schedules thereto, (b) complied in all material respects with the requirements of applicable securities legislation and the rules, policies and instruments of all applicable LawsSecurities Authorities having jurisdiction over Coretec. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such reports and documents amendment) the Coretec Documents filed or furnished did not, in all material respects, not 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 made therein, in light of the circumstances under in which they were made, not misleading. Coretec has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential.
Appears in 1 contract Arrangement Agreement (Ddi Corp),
Reports. Except for immaterial late SmartFinancial and SmartBank have timely filed or furnished, as applicable, all reports, notices, applications, schedules, registration and proxy statements, and other filings, since December 31documents, 2013, each First South Entity has timely filed all reports and statements, instruments (together with any amendments required to be made with respect thereto, ) that it was they have been required to file or furnish since January 1, 2014, with or to the Federal Reserve, the FDIC, the TDFI, or any other Governmental AuthoritiesEntity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file or furnish the same or pay such fees and assessments, individually or in the aggregate, would not reasonably be expected to have a SmartFinancial Material Adverse Effect. As of their respective dates, each of such reports reports, notices, applications, schedules, registration and proxy statements, and other filings, documents, including the financial statements, exhibits, and schedules thereto, instruments were complete and accurate in all material respects and complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132001, each First South Seller Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental AuthoritiesRegulatory Authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect). As of their respective dates, each of all such reports and documents, including the financial statements, exhibits, exhibits and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, all such reports and documents did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, each First South Entity Smithfield has timely filed all documents and reports required by any regulatory agency with authority over Smithfield or its operations, and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documentsdid not contain, including as of the financial statementsdate thereof, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they such statements were made, not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132009, the Company and each First South Entity has timely Company Subsidiary have filed all reports material reports, registrations, documents, filings, statements and statements, submissions together with any required amendments required to be made with respect thereto, that it was required to file with any Governmental AuthoritiesEntity (the foregoing, collectively, the Company Reports) and have paid all material fees and assessments due and payable in connection therewith. All such Company Reports were filed on a timely basis, or the Company or the applicable Company Subsidiary, as applicable, received a valid extension of such time of filing and has filed any such Company Reports prior to the expiration of any such extension. As of their respective filing dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, Company Reports complied in all material respects with all statutes and applicable Lawsrules and regulations of the applicable Governmental Entities, as the case may be. As of their respective datesthe date of this Agreement, there are no outstanding comments from the SEC or any other Governmental Entity with respect to any Company Report that were enumerated within such reports and report or otherwise were the subject of written correspondence with respect thereto. The Company Reports, including the documents incorporated by reference in each of them, each contained all the information required to be included in it and, when it was filed and, as of the date of each such Company Report filed with or furnished to the SEC, or if amended prior to the date of this Agreement, as of the date of such amendment, did not, in all material respects, not contain any an 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 made thereinin it, in light of the circumstances under which they were made, not misleadingmisleading and complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the Exchange Act). No executive officer of the Company has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the Sarbanes-Oxley Act of 2002. Copies of all of the Company Reports not otherwise publicly filed have, to the extent allowed by applicable Law, been made available to the Investors by the Company.
Reports. Except for immaterial late filings, since Since December 31, 20132012, HomeStreet and each First South Entity has timely of its Subsidiaries have filed all material reports (including but not limited to call reports or other similar reports), registrations, documents, filings, statements and statementssubmissions, together with any amendments required to be made with respect amendments, exhibits and schedules thereto, that it each was required to file with any Governmental AuthoritiesEntity; (the foregoing, collectively, the "HomeStreet Reports"), and each has paid all fees and assessments due and payable in connection therewith. As of their respective filing dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, HomeStreet Reports complied in all material respects with all requirements of Law and with any interpretations thereof by the applicable LawsGovernmental Entities. As HomeStreet Reports, including the documents incorporated by reference into, or delivered, filed or furnished with, each of their respective datesthem, contained all material information required to be included therein. Since December 31, 2008, each communication with the holders of HomeStreet Common Stock (including, solely for purposes of this Section 5.8, Persons who were actual or prospective investors in HomeStreet Common Stock as of the date of such reports and documents communication) did not, in all material respectsas of the date communicated to any such Person, contain any untrue statement a misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, therein not misleading.
Reports. Except for immaterial late filings, since Since December 31, 20132004, each First South Entity has the Neighbors Entities have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was they were required to file with Governmental Regulatory Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their its respective datesdate, each such reports report and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsas Previously Disclosed, since December 31January 1, 20132001, each First South Entity Target Company has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental all Regulatory Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, exhibits and schedules thereto, complied in all material Material respects with all applicable Laws. As of their respective dates, none of such reports and or documents did not, in all material respects, contain contained any untrue statement of a material Material fact or omit omitted to state a material Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, Nextel and each First South Entity has of the Nextel Subsidiaries have timely filed all reports reports, registrations, schedules, forms, statements and statementsother documents, together with any amendments required to be made with respect thereto, that it was they were required to file since January 1, 2003 with Governmental Authoritiesthe Regulatory Agencies, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration, schedule, form, statement or other document, or to pay such fees and assessments, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Nextel. As No Nextel SEC Report, as of their respective dates, each the date of such reports and documentsNextel Report, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. Since January 1, 2003, as of their respective dates, all Nextel SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations thereunder with respect thereto.
Reports. Except for immaterial late filingsas Previously Disclosed, since December 31, 20132010, the Company and each First South Entity has timely Company Subsidiary have filed all reports material reports, registrations and statements, together with any required amendments required to be made with respect thereto, that it was required to file with any Governmental AuthoritiesEntity (collectively, the "Company Reports"). As Except as Previously Disclosed, as of their respective filing dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, Company Reports (1) complied in all material respects with all statutes and applicable Laws. As rules and regulations of their respective datesthe applicable Governmental Entities, such reports as the case may be, and documents (2) did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, each First South Entity Each RBF Company has timely filed all reports reports, registration statements, statements and statementsother documents, together with any amendments required to be made with respect thereto, that it was required to file with Governmental (i) the SEC, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities and all other material reports and statements required to be filed by it, and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by Regulatory Authorities in the ordinary course of the business of the RBF Companies, to the Knowledge of any RBF Company, no Regulatory Authority has initiated any proceeding or, to the Knowledge of any RBF Company, investigation into the business or operations of any RBF Company. There is no unresolved violation, criticism or exception by any Regulatory Authority with respect to any report or statement or lien or any examinations of any RBF Company. As of their respective dates, each of such reports reports, registrations, statements and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation all Securities Laws. As of their its respective datesdate, each of such reports reports, registrations, statements and documents did not, in all any material respectsrespect, 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 made therein, in light of the circumstances under which they were made, not misleading. The financial information and reports contained in each of such reports, registrations, statements and documents (including the related notes, where applicable), (a) have been prepared in all material respects in accordance with GAAP or RAP, as applicable, which principles have been consistently applied during the periods involved, except as otherwise noted therein, (b) fairly present the financial position of the RBF Companies as of the respective dates thereof, and (c) fairly present the results of operations of the RBF Companies for the respective periods therein set forth.
Reports. Except for immaterial late filingsas disclosed in Section 4.19 of the Cornerstone Disclosure Memorandum, since December 31, 2013, each First South Cornerstone Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing provisions of this Section 4.19, Cornerstone Entities may have made immaterial late filings.
Reports. Except for immaterial late filingsSince January 1, since December 31, 20132014, each First South Parent Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, each such reports report, statement and documents document did not, in all any material respectsrespect, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince January 1, since December 311999, 2013or the date of organization if later, each First South Entity has BancTrust Company has, except as Previously Disclosed, timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or banking authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on BancTrust). As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material Material respects with all applicable Laws. As of their its respective datesdate, or if amended or superseded by a filing prior to the date of this Agreement, t hen on the date of such reports filing, each such report and documents document did not, in all material Material respects, contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, each First South Entity ANR Pipeline has timely filed all reports required forms, reports, and statementsdocuments, together with any and amendments required to be made with respect thereto, that it was required to file with Governmental Authorities. As of their respective datesthe SEC since January 1, 2005 (the SEC Reports), each of such reports and documents, including the financial statements, exhibits, and schedules thereto, which complied in all material respects with all applicable Lawsrequirements of the Securities Act and the Exchange Act, each as in effect on the dates such forms, reports, and documents, and amendments thereto were filed. Except for ANR Pipeline, none of the Acquired Companies is required to file any forms, reports, or other documents with the SEC. The consolidated financial statements of ANR Pipeline included in the SEC Reports complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect on the dates such SEC Reports were filed. As of their respective filings dates, such reports and documents the SEC Reports, including any financial statements or schedules included or incorporated by reference therein, did not, in all material respects, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, that this sentence shall not be deemed to be a representation or warranty with respect to any forward looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) included or incorporated by reference in any of the SEC Reports.
Reports. Except for immaterial late filings, since Since December 31, 20132004, each First South Entity Cairo has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Regulatory Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their its respective datesdate, each such reports report and documents document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince January 1, since December 31, 20132002 or the date of organization if later, each First South Province Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental AuthoritiesRegulatory Authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Province Material Adverse Effect). As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their its respective datesdate, each such reports report and documents document did not, in all material respects, not 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 made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsThe Company has delivered or made available to the Subscriber true and complete copies of the Reports (including, since December 31without limitation, 2013, each First South Entity has timely filed all reports proxy information and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authoritiessolicitation materials). As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, Reports complied in all material respects with all the requirements of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable Laws. As to such Reports, and none of their respective dates, such reports and documents did not, in all material respects, contain the Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or o ther applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
Appears in 1 contract
Reports. Except for immaterial late filings, since December 31, 2013Since its formation, each First South Entity VBI Company has timely filed all reports reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental the Regulatory Authorities, and any applicable state securities or banking authorities and all other material reports and statements required to be filed by it, and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by Regulatory Authorities in the regular course of the business of the VBI Companies, to the Knowledge of any VBI Company, no Regulatory Authority has initiated any proceeding or, to the Knowledge of any VBI Company, investigation into the business or operations of any VBI Company. There is no unresolved violation, criticism or exception by any Regulatory Authority with respect to any report or statement or lien or any examinations of any VBI Company. As of their respective dates, each of such reports reports, registrations, statements and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation all Securities Laws. As of their its respective datesdate, each of such reports reports, registrations, statements and documents did not, in all any material respects, 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 made therein, in light of the circumstances under which they were made, not misleading. Other than the VBI Call Reports, the financial information and reports contained in each of such reports, registrations, statements and documents (including the related notes, where applicable), (a) has been prepared in all material respects in accordance with GAAP, which principles have been consistently applied during the periods involved, except as otherwise noted therein, (b) fairly presents the financial position of the VBI Companies as of the respective dates thereof, and (c) fairly presents the results of operations of the VBI Companies for the respective periods therein set forth.
Reports. Except for immaterial late filingsSince January 1, since December 31, 20131999, each First South Entity CFSB Company has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental (a) the SEC, including but not limited to Form 10-KSB, Forms 10-QSB, Forms 8-K, and proxy statements, (b) the Regulatory Authorities, and (c) any applicable state securities or banking authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CFSB). As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their its respective datesdate, each such reports report and documents document to CFSB's Knowledge did not, in all any material respects, contain any untrue statement of a material fact or omit to state a material fact fac t required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filings, since (i) Since December 31, 20132006, the Company and each First South Entity subsidiary of the Company (each a "Company Subsidiary" and, collectively, the "Company Subsidiaries") has timely filed all reports reports, registrations, documents, filings, statements and statementssubmissions, together with any amendments required to be made with respect thereto, that it was required to file with any Governmental AuthoritiesEntity (the foregoing, collectively, the "Company Reports") and has paid all fees and assessments due and payable in connection therewith, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of their respective datesdates of filing, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, Company Reports complied in all material respects with all statutes and applicable Lawsrules and regulations of the applicable Governmental Entities. As In the case of their respective dateseach such Company Report filed with or furnished to the SEC, such reports and documents Company Report (A) did not, in all material respectsas of its date or if amended prior to the Signing Date, as of the date of such amendment, contain any an 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 made therein, in light of the circumstances under which they were made, not misleading, and (B) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. With respect to all other Company Reports, the Company Reports were complete and accurate in all material respects as of their respective dates. No executive officer of the Company or any Company Subsidiary has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002.
Appears in 1 contract
Reports. Except for immaterial late filings, since Since December 31, 20132012, SBC has and each First South Entity has of its Subsidiaries have timely filed all reports reports, statements and statementscertifications, together with any amendments required to be made with respect thereto, that it SBC and each of its Subsidiaries was required to file with any Governmental AuthoritiesAuthority, and have paid all fees and assessments due and payable in connection therewith. As There is no unresolved violation or exception of their respective dateswhich SBC has been given notice by any Governmental Authority with respect to any such report, each of such reports and documentsstatement or certification. No report, including any report filed with the financial statementsSEC, exhibitsthe FDIC, and schedules theretothe OCC, complied in all material respects with all applicable Laws. As the Federal Reserve Board or other banking regulatory agency since December 31, 2012, as of their the respective datesdates thereof, such reports and documents did not, in all material respects, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, all of the foregoing reports complied as to form in all material respects with the published rules and regulations of the Governmental Authority with jurisdiction thereof and with respect thereto. There are no outstanding comments from or unresolved issues raised by the Governmental Authorities with respect to any of the foregoing reports filed by SBC or its Subsidiaries.
Reports. Except for immaterial late filingsas set forth on Schedule 3.20, since December 31to the best of Sellers knowledge, 2013, each First South Entity the Company has timely filed all reports reports, registrations, statements and statementsother filings, together with any amendments required to be made with respect thereto, that it was were required to file be filed with Governmental Authorities. As or pursuant to the rules of their respective dates, each of any Authority (all such reports and documentsstatements, including the financial statements, exhibits, annexes and schedules thereto, being collectively referred to herein as the Reports). Each of the Reports, when filed, complied in all material respects with all as to form with, and the requirements of, the applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleadingAuthorities.
Reports. Except for immaterial late filings, since December 31, 2013Since the date of its organization, each First South Entity of the Company and its subsidiaries has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental any Regulatory Authorities, except failures to file that could not reasonably be expected to have a Material Adverse Effect on the Company. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, contain any untrue statement of except noncompliance that could not reasonably be expected to have a material fact or omit to state a material fact required to be stated therein or necessary to make Material Adverse Effect on the statements made therein, in light of the circumstances under which they were made, not misleadingCompany.
Appears in 1 contract Agreement (First Bancorp /Nc/),
Reports. Except for immaterial late filings, since December 31, 2013Since the date of its organization, each First South Entity of the Buyer and its subsidiaries has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental any Regulatory Authorities, except failures to file that could not reasonably be expected to have a Material Adverse Effect on the Buyer. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, contain any untrue statement of except noncompliance that could not reasonably be expected to have a material fact or omit to state a material fact required to be stated therein or necessary to make Material Adverse Effect on the statements made therein, in light of the circumstances under which they were made, not misleadingBuyer.
Appears in 1 contract Agreement (First Bancorp /Nc/),
Reports. Except for immaterial late filings, since Since December 31, 20132007, the Company and each First South Entity has timely Company Subsidiary have filed all reports material reports, registrations, documents, filings, statements and statementssubmissions, together with any required amendments required to be made with respect thereto, that it was they were required to file with any Governmental AuthoritiesEntity (the foregoing, collectively, the "Company Reports") and have paid all material fees and assessments due and payable in connection therewith. As of their respective filing dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, Company Reports complied in all material respects with all statutes and applicable Lawsrules and regulations of the applicable Governmental Entities, as the case may be. As of their respective datesthe date of this Agreement, there are no outstanding comments from the SEC or any other Governmental Entity with respect to any Company Report that were enumerated within such reports and report or otherwise were the subject of written correspondence with respect thereto. The Company Reports, including the documents incorporated by reference in each of them, each contained all the information required to be included in it and, when it was filed and, as of the date of each such Company Report filed with or furnished to the SEC, or if amended prior to the date of this Agreement, as of the date of such amendment, did not, in all material respects, not contain any an 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 made thereinin it, in light of the circumstances under which they were made, not misleadingmisleading and complied as to form in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002. Copies of all of the Company Reports not otherwise publicly filed have, to the extent allowed by applicable Law, been made available to the Investor by the Company.
Reports. Except for immaterial late filingsSince January 1, since December 31, 20132000, each First South Entity FNBG Company has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental (a) the Regulatory Authorities, and (b) any applicable federal and state securities or banking authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FNBG). As of their respective dates, each of such reports and documents, including the financial statements, exhibitsExhibits, and schedules thereto, complied in all material Material respects with all applicable Laws. As of their its respective datesdate, each such reports report and documents document to FNBG's Knowledge did not, in all material respectsany Material respect, contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsas disclosed in the GB&T Disclosure Memorandum since January 1, since December 31, 20132000, each First South Entity GB&T Company has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental (a) the SEC, including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K, and Proxy Statements, (b) other Regulatory Authorities, and (c) any applicable state securities or banking authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T). As of their respective dates, each of such reports and documents, including the financial statements, exhibitsExhibits, and schedules thereto, complied in all material respects Material respect with all applicable Laws. As of their its respective datesdate, each such reports report and documents document to GB&T's Knowledge did not, in all material any Material respects, contain any untrue statement of a material fact or omit to state a material Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Reports. Except for immaterial late filingsSince January 1, since December 312000, 2013or the date of such company becoming an IRBC Company, if later, each First South Entity IRBC Company has timely filed all reports reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities(i) the SEC, including but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities and (iii) any applicable state securities or banking authorities and all other material reports and statements required to be filed by it, and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by Regulatory Authorities in the regular course of the business of the Table of Contents IRBC Companies, to the Knowledge of any IRBC Company, no Regulatory Authority has initiated any proceeding or, to the Knowledge of any IRBC Company, investigation into the business or operations of any IRBC Company. There is no unresolved violation, criticism or exception by any Regulatory Authority with respect to any report or statement or any examinations of any IRBC Company or any lien in favor of any IRBC Company. As of their respective dates, each of such reports reports, registrations, statements and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their its respective datesdate, each of such reports reports, registrations, statements and documents did not, in all any material respects, 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 made therein, in light of the circumstances under which they were made, not misleading. Other than the IRBC Call Reports, the financial information and reports contained in each of such reports, registrations, statements and documents (including the related notes, where applicable), (a) has been prepared in all material respects in accordance with GAAP, which principles have been consistently applied during the periods involved, except as otherwise noted therein, (b) fairly presents the financial position of the IRBC Companies as of the respective dates thereof, and (c) fairly presents the results of operations of the IRBC Companies for the respective periods therein set forth.
Reports. Except for immaterial late filingsas previously disclosed to the Shareholders in writing, since December 31June 18, 20132009, each First South Entity Purchaser has timely filed all reports reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authoritiesthe SEC and any applicable state securities authorities and has paid all fees and assessments due and payable in connection therewith, except where the failure to so file such report, registration or statement or to pay any such fee or assessment would not result in a material adverse effect on the business or condition of Purchaser. As of their respective dates, each of such reports reports, registrations and documentsstatements, including including, without limitation, the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleadinglaws.
Reports. Except for immaterial late filingsSince January 1, since December 312001, 2013, the Company and each First South Entity has of its Subsidiaries have filed on a timely filed basis all reports and statements, together with any all amendments required to be made with respect theretothereto (collectively Reports), that it was they were required to file with Governmental Authoritiesany Regulatory Authority. As of their respective datesNo Regulatory Reporting Document with respect to periods beginning on or after January 1, each of such reports and documents2001, including the financial statements, exhibits, and schedules thereto, complied in all material respects contained any information that was false or misleading with all applicable Laws. As of their respective dates, such reports and documents did not, in all material respects, contain respect to any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, therein not misleading.
Reports. Except for immaterial late filings, since December 31, 2013, each First South Entity has Eureka and Eureka Bank have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was they were required to file with Governmental Government Authorities. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of their respective dates, such reports and documents did not, complied in all material respectsrespects with all Laws, 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 made therein, in light rules and regulations of the circumstances under applicable Governmental Authority with which they were made, not misleadingfiled.