Common use of Accounting and Internal Controls Clause in Contracts

Accounting and Internal Controls. (i) The records, systems, controls, data and information of Company are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in the following clause. (ii) Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Management of Company has disclosed, based on its most recent evaluation prior to the date hereof, to Company’s auditors and the audit committee of the Company Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect Company’s ability to record, process, summarize and report financial data and have identified for Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls, and all of such items in (1) and (2) are described in Disclosure Schedule 4.2(f)(ii). (iii) Since December 31, 2014, neither Company nor, to the Knowledge of Company, has any director, officer, employee, auditor, accountant or representative of Company has received or has otherwise had or obtained (other than audit comments received in the ordinary course of business of Company) any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Company has engaged in questionable accounting or auditing practices.

Accounting and Internal Controls. (ia) The records, systems, controls, data and information of Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following clause. (ii) sentence. Company has and its Subsidiaries have devised and maintains maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Management of Company has disclosed, based on its most recent evaluation prior to designed and implemented disclosure controls and procedures (within the date hereof, to Company’s auditors meaning of Rules 13a-15(e) and the audit committee 15d-15(e) of the Exchange Act) reasonably intended to ensure that material information relating to Company Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect Company’s ability and its Subsidiaries is made known to record, process, summarize and report financial data and have identified for Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves its management or other employees who have a significant role in Company’s internal controls, and all of such items in (1) and (2) are described in Disclosure Schedule 4.2(f)(ii)by others within those entities. (iiib) Since December 31, 2014, 2014 (A) neither Company nor any of its Subsidiaries nor, to the Knowledge of Company’s Knowledge, has any director, officer, employee, auditor, accountant or representative of Company it or any of its Subsidiaries has received or has otherwise had or obtained (other than audit comments received in the ordinary course Knowledge of business of Company) any material complaint, allegation, assertion or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal control over financial reportingaccounting controls, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (i) The records, systems, controls, data and information of Company SCVE are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company SCVE (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which would not, individually or in the aggregate, reasonably be expected to have a Material Materially Adverse Effect on the system of internal accounting controls described in the following clause. (ii) Company SCVE has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Management of Company SCVE has disclosed, based on its most recent evaluation prior to the date hereof, to CompanySCVE’s auditors and the audit committee of the Company SCVE Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect CompanySCVE’s ability to record, process, summarize and report financial data and have identified for CompanySCVE’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in CompanySCVE’s internal controls, and all of such items in (1) and (2) are described in Disclosure Schedule 4.2(f)(ii3.1(f)(ii). (iii) Since December 31, 20142010, neither Company SCVE nor, to the Knowledge of CompanySCVE, has any director, officer, employee, auditor, accountant or representative of Company SCVE has not received or has otherwise had or obtained (other than audit comments received in the ordinary course of business of CompanySCVE) any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company SCVE or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Company SCVE has engaged in questionable accounting or auditing practices.

Accounting and Internal Controls. (ia) The records, systems, controls, data and information of Company Purchaser are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company Purchaser or its accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following clause. (ii) Company sentence. Purchaser has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Management Purchaser has designed and implemented disclosure controls and procedures (within the meaning of Company has disclosed, based on its most recent evaluation prior to the date hereof, to Company’s auditors Rules 13a-15(e) and the audit committee 15d-15(e) of the Company Board (1Exchange Act) any significant deficiencies in to ensure that material information relating to Purchaser is made known to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the design or operation certifications required by the Exchange Act and Sections 302 and 906 of internal controls which could adversely affect in any material respect Company’s ability to record, process, summarize and report financial data and have identified for Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls, and all of such items in (1) and (2) are described in Disclosure Schedule 4.2(f)(ii)the Xxxxxxxx-Xxxxx Act. (iiib) Since December 31, 2014, neither Company Neither Purchaser nor, to the Knowledge of CompanyPurchaser’s Knowledge, has any director, officer, employee, auditor, accountant or representative of Company it has received or has otherwise had or obtained (other than audit comments received in the ordinary course knowledge of business of Company) any material complaint, allegation, assertion or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company Purchaser or their its respective internal control over financial reportingaccounting controls, including any material complaint, allegation, assertion or written claim that Company the Purchaser has engaged in questionable accounting or auditing practices, and (B) no attorney representing Purchaser has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (i) The records, systems, controls, data and information of Company are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which would not, individually or in the aggregate, reasonably be expected to have a Material Materially Adverse Effect on the system of internal accounting controls described in the following clause. (ii) Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Management of Company has disclosed, based on its most recent evaluation prior to the date hereof, to Company’s auditors and the audit committee of the Company Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect Company’s ability to record, process, summarize and report financial data and have identified for Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls, and all of such items in (1) and (2) are described in Disclosure Schedule 4.2(f)(ii). (iii) Since December 31, 20142015, neither Company nor, to the Knowledge of Company, has any director, officer, employee, auditor, accountant or representative of Company has received or has otherwise had or obtained (other than audit comments received in the ordinary course of business of Company) any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Company has engaged in questionable accounting or auditing practices.

Accounting and Internal Controls. (ia) The records, systems, controls, data and information of Company are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or its accountants (including all means of access thereto and therefrom), except for any non-exclusive nonexclusive ownership and non-direct nondirect control which that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described below in the following clause. (ii) this Section 3.21(a). Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Management of Company has disclosed, based on its most recent evaluation prior to designed and implemented disclosure controls and procedures (within the date hereof, to Company’s auditors meaning of Rules 13a-15(e) and the audit committee 15d-15(e) of the Exchange Act) to ensure that material information relating to Company Board (1) any significant deficiencies in is made known to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the design or operation certifications required by the Exchange Act and Sections 302 and 906 of internal controls which could adversely affect in any material respect Company’s ability to record, process, summarize and report financial data and have identified for Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls, and all of such items in (1) and (2) are described in Disclosure Schedule 4.2(f)(ii)the Xxxxxxxx-Xxxxx Act. (iiib) Since December 31January 1, 20142013, (A) neither Company nor any of its Subsidiaries nor, to the Knowledge of Company, has any director, officer, employee, auditor, accountant or representative of Company it or any of its Subsidiaries has received or has otherwise had or obtained (other than audit comments received in the ordinary course knowledge of business of Company) any material complaint, allegation, assertion or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal control over financial reportingaccounting controls, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Company or any of its Subsidiaries, whether or not employed by it or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its board of directors or any committee thereof or to any of its directors or officers.

Accounting and Internal Controls. (i) The records, systems, controls, data and information of Company are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which would not, individually or in the aggregate, reasonably be expected to have a Material Materially Adverse Effect on the system of internal accounting controls described in the following clause. (ii) Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Management of Company has disclosed, based on its most recent evaluation prior to the date hereof, to Company’s auditors and the audit committee of the Company Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect Company’s ability to record, process, summarize and report financial data and have identified for Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls, and all of such items in (1) and (2) are described in Disclosure Schedule 4.2(f)(ii). (iii) Since December 31, 20142011, neither Company nor, to the Knowledge of Company, has any director, officer, employee, auditor, accountant or representative of Company has not received or has otherwise had or obtained (other than audit comments received in the ordinary course of business of Company) any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Company has engaged in questionable accounting or auditing practices.

Accounting and Internal Controls. (ia) The records, systems, controls, data and information of Company the Bank are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company the Bank or its accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control which that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described in the following clause. (ii) Company sentence. The Bank has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of their respective financial statements for external purposes in accordance with GAAP. Management The Bank has designed and implemented disclosure controls and procedures (within the meaning of Company has disclosed, based on its most recent evaluation prior Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the date hereof, Bank is made known to Company’s auditors its management by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the audit committee certifications required by the Exchange Act and Sections 302 and 906 of the Company Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect Company’s ability to record, process, summarize and report financial data and have identified for Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls, and all of such items in (1) and (2) are described in Disclosure Schedule 4.2(f)(ii)Xxxxxxxx-Xxxxx Act. (iiib) Since December 31the date the Bank was deemed in organization by the OCC, 2014, (A) neither Company the Bank nor, to the Knowledge of CompanyBank’s Knowledge, has any director, officer, employee, auditor, accountant or representative of Company it has received or has otherwise had or obtained (other than audit comments received in the ordinary course knowledge of business of Company) any material complaint, allegation, assertion or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Company the Bank or their its respective internal control over financial reportingaccounting controls, including any material complaint, allegation, assertion or written claim that Company the Bank has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Bank has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by it or any of its officers or directors to its Board of Directors or any committee thereof or to any of its directors or officers.