Common use of Reports and Filings Clause in Contracts

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since January 1, 1995, each of BAB and BABANK has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFI, (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB Filings fairly presented the financial position of BAB on a consolidated basis, BAB alone and BABANK alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB has furnished GBB with true and correct copies of all BAB Filings filed by BAB since January 1, 1995.

Appears in 2 contracts

Samples: Agreement and Plan (Bay Area Bancshares), Agreement and Plan (Greater Bay Bancorp)

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Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since Since January 1, 19951996, GBB and each of BAB and BABANK has its ------------------- subsidiaries have filed all reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIFRB, (c) the FRBDFI, and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB GBB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB GBB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of BAB GBB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB has furnished GBB with true and correct copies of all BAB Filings filed by BAB since January 1, 1995.

Appears in 2 contracts

Samples: Agreement and Plan (Greater Bay Bancorp), Agreement and Plan (Bay Commercial Services)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since Since January 1, 19951998, each of BAB SJNB and BABANK the ------------------- SJNB Subsidiaries has filed all reports, proxy statements, returns, registrations and statements (such reports and filings referred to as collectively, "BAB SJNB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFIOCC, (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, proxy statements, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basisSJNB. No administrative actions have been taken or threatened or orders issued in connection with such BAB SJNB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB SJNB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB SJNB Filings fairly presented the financial position of BAB SJNB on a consolidated basis, BAB SJNB alone and BABANK or each of the SJNB Subsidiaries alone, as the case may be, and was prepared in accordance with generally accepted accounting principles GAAP or banking regulations consistently applied, except as stated therein, during the periods involved. BAB SJNB has furnished or made available to GBB with true and correct copies of all BAB SJNB Filings filed by BAB SJNB since January 1, 19951998.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since Since January 1, 19951998, GBB and each of BAB and BABANK has filed all the Banks ------------------- have xxxxx xxl reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIFRB, (c) the FRBDFI, (d) the SEC FDIC, (e) the OCC and (ef) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basisGBB. No administrative actions have been taken or threatened or orders issued in connection with such BAB GBB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB GBB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of BAB GBB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB has furnished GBB with true and correct copies of all BAB Filings filed by BAB since January 1, 1995.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (SJNB Financial Corp)

Reports and Filings. Except as set forth in a list (the "BAB Coast ------------------- Filings List"), since January 1, 19951996, each of BAB Coast and BABANK CCB has filed all reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB Coast Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFI, (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB Coast on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB Coast Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB Coast Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB Coast Filings fairly presented the financial position of BAB Coast on a consolidated basis, BAB Coast alone and BABANK or CCB alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB Coast has furnished or made available to GBB with true and correct copies of all BAB Coast Filings filed by BAB Coast since January 1, 19951996.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- CVB Filings List"), since January 1, 19952000, each of BAB CVB ------------------- and BABANK has CBB have filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB CVB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIFRB, (c) the FRB, FDIC and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB CVB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB CVB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB CVB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB CVB Filings that was intended to present the financial position of CVB on a consolidated basis fairly presented the financial position of BAB CVB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles accepted in the United States of America or banking regulations consistently applied, except as stated therein, during the periods involved. BAB has furnished GBB involved and except (other than for those financial statements filed with true and correct copies the SEC), where any misstatement or omission would not make the statements therein, in light of all BAB Filings filed by BAB since January 1the circumstances under which they were made, 1995misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings ListCWSG FILINGS LIST"), since January 1the later of December 31, 19951994, or the date which any CWSG Subsidiary became a CWSG Subsidiary, CWSG and each of BAB and BABANK CWSG Subsidiary has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB CWSG Filings"), ) together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFICommission, (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of BAB CWSG on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB CWSG Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB CWSG Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB CWSG Filings that was intended to present the financial position of CWSG on a consolidated basis fairly presented the financial position of BAB CWSG on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB CWSG has furnished GBB with or made available to DSC true and correct copies of all BAB CWSG Filings filed by BAB CWSG since January 1, 19951994.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Dominguez Services Corp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- “CVB Filings List"), since January 1, 19952001, each of BAB CVB and BABANK has CBB have filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB “CVB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIFRB, (c) the FRB, FDIC and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB CVB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB CVB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB CVB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB CVB Filings that was intended to present the financial position of CVB on a consolidated basis fairly presented the financial position of BAB CVB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles accepted in the United States of America or banking regulations consistently applied, except as stated therein, during the periods involved. BAB has furnished GBB involved and except (other than for those financial statements filed with true and correct copies the SEC), where any misstatement or omission would not make the statements therein, in light of all BAB Filings filed by BAB since January 1the circumstances under which they were made, 1995misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

Reports and Filings. Except as set forth in a list (the "BAB MDB ------------------- Filings List"), since January 1, 19951996, each of BAB MDB and BABANK MDNB has filed all reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB MDB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICOCC, (b) the DFIFRB, (c) the FRB, (d) the SEC and (ed) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB MDB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB MDB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB MDB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB MDB Filings fairly presented the financial position of BAB MDB on a consolidated basis, BAB MDB alone and BABANK MDNB alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB MDB has furnished or made available to GBB with true and correct copies of all BAB MDB Filings filed by BAB since January 1, 19951996.

Appears in 1 contract

Samples: Agreement and Plan (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since Since January 1, 19950000, XXX and each of BAB and BABANK has the GBB ------------------- Subsidiaries have filed all reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIFRB, (c) the FRBDFI, and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB GBB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB GBB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of BAB GBB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB has furnished GBB with true and correct copies of all BAB Filings filed by BAB since January 1, 1995.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list on SCHEDULE 4.5 (the "BAB ------------------- Bank Filings List"), since January 1, 19951998, each of BAB Bank timely filed and BABANK has filed subsequent to the date hereof, will timely file, all reports, returns, registrations and statements (such reports and filings referred to as "BAB Filings")statements, together with any amendments required to be made with respect theretothereto (collectively, "Bank Filings"), that were required to be filed with (a) the FDIC, (b) the DFI, (c) the FRB, and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where as set forth on SCHEDULE 4.5. Bank has paid all fees and assessments due and payable in connection with any of the failure to file such reports, returns, registrations Bank Filings. No Bank Regulator has initiated any proceeding or statements has not had and is not reasonably expected to have a material adverse effect on investigation into the business, financial condition, results business or operations of operations or prospects of BAB on a consolidated basisBank. No administrative actions have been taken or orders issued in connection with such BAB Bank Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB Bank Filings complied and with respect to filings made after the date hereof will, at the date of filing, comply (y) complied in all material respects with all laws laws, rules and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and did not contain and with respect to filings made after the date hereof will not, at the date of filing, contain (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB Bank Filings fairly presented the financial position of BAB on a consolidated basis, BAB alone and BABANK alone, as the case may be, Bank and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB Bank has furnished GBB with or made available to BPFH true and correct copies of all BAB Bank Filings filed by BAB Bank since January 1, 19951998.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Boston Private Financial Holdings Inc)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since January 1, 1995, each of BAB TI and BABANK has Guaranty have filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB TI Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIOTS, (c) the FRB, FDIC and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a Material Adverse Effect. No material adverse effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB TI Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB TI Filings (y) complied in all material respects with all applicable laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) with respect to the TI Filings made with the SEC did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement statements contained in any of such BAB TI Filings fairly presented presented, as of their respective dates or for their respective periods, the consolidated financial position position, consolidated results of BAB on a operations and consolidated basis, BAB alone and BABANK alonechanges in cash flows, as the case may be, of TI and was were prepared in accordance with generally accepted accounting principles and/or applicable regulatory accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB TI has furnished GBB HFB with true and correct copies of all BAB TI Filings filed by BAB TI with the SEC, OTS, and the FDIC since January 1, 1995.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hf Bancorp Inc)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since Since January 1, 19951996, each of BAB and BABANK CVB has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB CVB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIFRB, and (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB CVB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB CVB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB CVB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB CVB Filings that was intended to present the financial position of CVB on a consolidated basis fairly presented the financial position of BAB CVB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB has furnished GBB involved and except (other than for those financial statements filed with true and correct copies the SEC), where any misstatement or omission would not make the statements therein, in light of all BAB Filings filed by BAB since January 1the circumstances under which they were made, 1995misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- ONB Filings List"), since January 1, 19951996, each of BAB ONB, Orange and BABANK Mortgage Brokerage has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB ONB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFIOCC, (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB ONB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB ONB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB ONB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB ONB Filings fairly presented the financial position of BAB ONB on a consolidated basis, BAB ONB alone and BABANK Orange alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved, and except (other than for those financial statements filed with the SEC) where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. BAB ONB has furnished GBB CVB with true and correct copies of all BAB ONB Filings filed by BAB ONB since January 1, 19951996.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since Since January 1, 1995, each of BAB and BABANK GBB has filed all ------------------- reports, returns, registrations and statements (such reports and filings referred to as "BAB GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIFRB, and (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB GBB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB GBB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of BAB GBB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB has furnished GBB with true and correct copies of all BAB Filings filed by BAB since January 1, 1995.

Appears in 1 contract

Samples: Agreement and Plan (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since Since January 1, 19950000, XXX and each of BAB and BABANK has the GBB Subsidiaries have filed all reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIFRB, (c) the FRBDFI, and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB GBB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB GBB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of BAB GBB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB has furnished GBB with true and correct copies of all BAB Filings filed by BAB since January 1, 1995.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Coast Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List")on Schedule 4.6, since January 1, 19951998, each of BAB Bancorp, Western and BABANK the Bancorp ------------------- ------------ Subsidiaries has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB Bancorp Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFIOCC, (c) the FRB, and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB Bancorp on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB Bancorp Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB Bancorp Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB Bancorp Filings fairly presented the financial position of BAB Bancorp on a consolidated basis, BAB Bancorp alone and BABANK Western alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved, and except where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. BAB Bancorp has furnished GBB CBB with true and correct copies of all BAB Bancorp Filings filed by BAB Bancorp since January 1, 1995.,

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

Reports and Filings. Except as set forth in a list (the "BAB PBC ------------------- Filings List"), since January 1, 19951994, each of BAB PBC and BABANK PREC has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB PBC Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFI, DFI and (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basisPBC. No administrative actions have been taken or orders issued in connection with such BAB PBC Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB PBC Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB PBC Filings fairly presented the financial position of BAB PBC on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB PBC has furnished GBB with true and correct copies of all BAB PBC Filings filed by BAB PBC since January 1, 19951994.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB BCS ------------------- Filings List"), since January 1, 19951996, each of BAB BCS and BABANK BBC has filed all reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB BCS Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFI, (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB BCS on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB BCS Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB BCS Filings (y) to the best of BCS's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB BCS Filings fairly presented the financial position of BAB BCS on a consolidated basis, BAB BCS alone and BABANK or BBC alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB BCS has furnished or made available to GBB with true and correct copies of all BAB BCS Filings filed by BAB BCS since January 1, 19951996.

Appears in 1 contract

Samples: Agreement and Plan (Bay Commercial Services)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List")Since December 31, since January 1, 19951994, each of BAB PRB and BABANK ------------------- Golden has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB PRB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICFRB, (b) the DFIFDIC, (c) the FRB, DFI and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material Material Adverse Effect. Except as disclosed in the PRB Filings, no adverse effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB PRB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB PRB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB PRB Filings that was intended to present the financial position, results of operations or cash flows of PRB on a consolidated basis fairly presented the financial position position, results of BAB operations or cash flows of PRB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles GAAP or banking regulations consistently applied, except as stated therein, during the periods involved. BAB PRB has furnished GBB with true and correct copies of all BAB PRB Filings filed by BAB PRB since January 1December 31, 19951994.

Appears in 1 contract

Samples: Agreement and Plan (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Kaweah Filings List"), since January 1, 19952000 ------------------- Kaweah, each of BAB and BABANK has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB Kaweah Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFIOCC, (c) the FRB, and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basisKaweah. No administrative actions have been taken or orders issued in connection with such BAB Kaweah Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB Kaweah Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB Kaweah Filings fairly presented the financial position of BAB on a consolidated basis, BAB alone and BABANK alone, as the case may be, Kaweah and was prepared in accordance with generally accepted accounting principles accepted in the United States of America or banking regulations consistently applied, except as stated therein, during the periods involved, and except (other than for those financial statements filed with the OCC) where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. BAB Kaweah has furnished GBB CBB with true and correct copies of all BAB Kaweah Filings filed by BAB Kaweah since January 1, 19952000.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

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Reports and Filings. Except as set forth in a list (the "BAB ------------------- Coast Filings List"), since January 1, 19951996, each of BAB Coast and BABANK CCB has filed all reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB Coast Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFI, (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB Coast on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB Coast Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB Coast Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB Coast Filings fairly presented the financial position of BAB Coast on a consolidated basis, BAB Coast alone and BABANK or CCB alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB Coast has furnished or made available to GBB with true and correct copies of all BAB Coast Filings filed by BAB Coast since January 1, 19951996.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Coast Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- “Granite Filings List"), since January 1, 19952001, each of BAB and BABANK Granite, has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB “Granite Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFI, (c) the FRB, and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basisGranite. No administrative actions have been taken or orders issued in connection with such BAB Granite Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB Granite Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB Granite Filings fairly presented the financial position of BAB on a consolidated basis, BAB alone and BABANK alone, as the case may be, Granite and was prepared in accordance with generally accepted accounting principles accepted in the United States of America or banking regulations consistently applied, except as stated therein, during the periods involved, and except (other than for those financial statements filed with the DFI) where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. BAB Granite has furnished GBB CBB with true and correct copies of all BAB Granite Filings filed by BAB Granite since January 1, 19952001.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List")on Schedule 4.6, since January 1, 19951998, each of BAB Bancorp, --------------------- ------------- Western and BABANK the Western Subsidiaries has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB Bancorp Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFIOCC, (c) the FRB, and (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB Western on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB Bancorp Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB Bancorp Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB Bancorp Filings fairly presented the financial position of BAB Bancorp on a consolidated basis, BAB alone Bancorp alone, Western on a consolidated basis and BABANK Western alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved, and except where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. BAB Bancorp has furnished GBB CBB with true and correct copies of all BAB Bancorp Filings filed by BAB since January 1, 19951998.

Appears in 1 contract

Samples: Stock Purchase Agreement (CVB Financial Corp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since Since January 1, 19951994, each of BAB and BABANK GBB has filed all ------------------- reports, returns, registrations and statements (such reports and filings referred to as "BAB GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIFRB, and (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB GBB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB GBB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of BAB GBB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB GBB has furnished GBB with or made available to PBC true and correct copies of all BAB GBB Filings filed by BAB GBB since January 1, 19951994.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since Since January 1, 19951998, GBB and each of BAB and BABANK has the ------------------- Banks have filed all reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIFRB, (c) the FRBDFI, (d) the SEC FDIC, (e) the OCC and (ef) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basisGBB. No administrative actions have been taken or threatened or orders issued in connection with such BAB GBB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB GBB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of BAB GBB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB has furnished GBB with true and correct copies of all BAB Filings filed by BAB since January 1, 1995.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Reports and Filings. Except as set forth in on a list furnished by ------------------- Matsco to GBB (the "BAB ------------------- Matsco Filings List")) and since December 31, since January 11996, 1995, Matsco and each of BAB and BABANK has the Matsco Subsidiaries have filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB Matsco Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICCommissioner, (b) the DFI, (c) the FRB, (d) the SEC Delaware Secretary of State and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material Material Adverse Effect. Except as disclosed in the Matsco Filings List, no adverse effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB Matsco Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB Matsco Filings (ya) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (zb) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB Matsco Filings that was intended to present the financial position, results of operations or cash flows of Matsco on a consolidated basis fairly presented the financial position position, results of BAB operations or cash flows of Matsco on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations GAAP consistently applied, except as stated therein, during the periods involved. BAB Matsco has furnished GBB with true and correct copies of all BAB Matsco Filings filed by BAB Matsco since January 1December 31, 19951996.

Appears in 1 contract

Samples: Stock Purchase Agreement (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings ListDSC FILINGS LIST"), since January 1the later of December 31, 19951994, or the date which any DSC Subsidiary became a DSC Subsidiary, DSC and each of BAB and BABANK DSC Subsidiary has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB DSC Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFI, (c) the FRB, (d) the SEC Commission and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of BAB DSC on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB DSC Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB DSC Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB DSC Filings fairly presented the financial position of BAB DSC on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB DSC has furnished GBB CWSG with true and correct copies of all BAB DSC Filings filed by BAB DSC since January 1, 19951994.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Dominguez Services Corp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List"), since Since January 1, 19951998, each of BAB SJNB and BABANK the SJNB ------------------- Subsidiaries has filed all reports, proxy statements, returns, registrations and statements (such reports and filings referred to as collectively, "BAB SJNB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFIOCC, (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, proxy statements, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basisSJNB. No administrative actions have been taken or threatened or orders issued in connection with such BAB SJNB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB SJNB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB SJNB Filings fairly presented the financial position of BAB SJNB on a consolidated basis, BAB SJNB alone and BABANK or each of the SJNB Subsidiaries alone, as the case may be, and was prepared in accordance with generally accepted accounting principles GAAP or banking regulations consistently applied, except as stated therein, during the periods involved. BAB SJNB has furnished or made available to GBB with true and correct copies of all BAB SJNB Filings filed by BAB SJNB since January 1, 19951998.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (SJNB Financial Corp)

Reports and Filings. Except as set forth in a list (the "BAB BOP Filings ------------------- Filings List"), since January 1, 19951997, each of BAB and BABANK BOP has filed all reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB BOP Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFI, (c) the FRB, (d) the SEC and (ed) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basisBOP. No administrative actions have been taken or orders issued in connection with such BAB BOP Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB BOP Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB BOP Filings fairly presented the financial position of BAB on a consolidated basis, BAB alone and BABANK alone, as the case may beBOP, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB BOP has furnished or made available to GBB with true and correct copies of all BAB BOP Filings filed by BAB BOP since January 1, 19951997.

Appears in 1 contract

Samples: Agreement and Plan (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB BCS Filings ------------------- Filings List"), since January 1, 19951996, each of BAB BCS and BABANK BBC has filed all reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB BCS Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFI, (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB BCS on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB BCS Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB BCS Filings (y) to the best of BCS's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB BCS Filings fairly presented the financial position of BAB BCS on a consolidated basis, BAB BCS alone and BABANK or BBC alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB BCS has furnished or made available to GBB with true and correct copies of all BAB BCS Filings filed by BAB BCS since January 1, 19951996.

Appears in 1 contract

Samples: Agreement and Plan (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB BSC ------------------- Filings List"), since January 1, 19951996, each of BAB and BABANK BSC has filed all reports, returns, registrations and statements (such reports and filings referred to as collectively, "BAB BSC Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFI, (c) the FRB, (d) the SEC and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB BSC on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB BSC Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB BSC Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB BSC Filings fairly presented the financial position of BAB BSC on a consolidated basis, BAB alone and BABANK alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB BSC has furnished or made available to GBB with true and correct copies of all BAB BSC Filings filed by BAB BSC since January 1, 19951996.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Reports and Filings. Except as set forth in a list (the "BAB ------------------- Filings List")Since December 31, since January 11994, 1995, each of BAB and BABANK GBB has filed all ------------------- reports, returns, registrations and statements (such reports and filings referred to as "BAB GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDICSEC, (b) the DFIFRB, (c) the FRBFDIC, (d) the SEC OCC, (e) the DFI and (ef) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basisMaterial Adverse Effect. No adverse administrative actions have been taken or orders issued in connection with such BAB GBB Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB GBB Filings (y) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB GBB Filings that was intended to present the financial position, results of operations or cash flows of GBB on a consolidated basis fairly presented the financial position position, results of BAB operations or cash flows of GBB on a consolidated basis, BAB alone and BABANK alone, as the case may be, basis and was prepared in accordance with generally accepted accounting principles GAAP or banking regulations consistently applied, except as stated therein, during the periods involved. BAB GBB has furnished GBB with to PRB true and correct copies of all BAB GBB Filings filed by BAB GBB since January 1December 31, 19951994.

Appears in 1 contract

Samples: Agreement and Plan (Greater Bay Bancorp)

Reports and Filings. Except as set forth in on a list furnished by CAPCO ------------------- to GBB (the "BAB ------------------- CAPCO Filings List")) and since December 31, since January 11997, 1995, each of BAB and BABANK CAPCO has filed all reports, returns, registrations and statements (such reports and filings referred to as "BAB CAPCO Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the FDIC, (b) the DFI, (c) the FRB, (d) the SEC Washington Secretary of State and (e) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material Material Adverse Effect. Except as disclosed in the CAPCO Filings List, no adverse effect on the business, financial condition, results of operations or prospects of BAB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such BAB CAPCO Filings. As of their respective dates, to the best knowledge of BAB, each of such BAB CAPCO Filings (ya) complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in compliance promptly following discovery of any such noncompliance); and (zb) did 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 therein, in light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such BAB CAPCO Filings that was intended to present the financial position, results of operations or cash flows of CAPCO fairly presented the financial position position, results of BAB on a consolidated basis, BAB alone and BABANK alone, as the case may be, operations or cash flows of CAPCO and was prepared in accordance with generally accepted accounting principles or banking regulations GAAP consistently applied, except as stated therein, during the periods involved. BAB CAPCO has furnished GBB with true and correct copies of all BAB CAPCO Filings filed by BAB CAPCO since January 1December 31, 19951997.

Appears in 1 contract

Samples: Stock Purchase Agreement (Greater Bay Bancorp)

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