Common use of Company Reports Clause in Contracts

Company Reports. The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act since January 1, 2005 (the forms, statements, certifications, reports and documents filed or furnished since January 1, 2005 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company has made available to Parent copies of all material correspondence between the SEC and the Company since January 1, 2005. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC staff with respect to the Company Reports. None of the Company’s Subsidiaries is or has been required to file any form, report or other document with the SEC or any securities exchange or quotation service.

Company Reports. The (a) All Company has Reports have been filed or furnished, as applicable, furnished on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the Securities and Exchange Commission . (the “SEC”b) pursuant to the Exchange Act or the Securities Act since January 1, 2005 (the forms, statements, certifications, reports and documents filed or furnished since January 1, 2005 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied (or, if not yet amended or supplemented, as of the date of such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or furnisheda proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively), complied or will comply in all material respects (as applicable), with the applicable requirements of the Securities Act and Act, the Exchange Act and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereofXxxxxxxx-Xxxxx Act, as of the date of such amendment), the applicable. The Company Reports did not, have not and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will notnot (as applicable), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The , except that any such Company has made available Report that is a registration statement filed pursuant to Parent copies the Securities Act, did not and will not (as applicable), contain any untrue statement of all material correspondence between fact or omit to state a material fact required to be stated therein or necessary to make the SEC and statements therein not misleading. (c) (i) None of the Company since January 1Reports is subject to any pending Proceeding by or before the SEC, 2005. As of the date of this Agreement, and (ii) there are no material outstanding or unresolved comments received from the SEC staff with respect to any of the Company Reports. . (d) None of the Company’s Subsidiaries of the Company is subject to the reporting requirements of Section 13a or has been required to file any form, report or other document with Section 15d of the SEC or any securities exchange or quotation serviceExchange Act.

Company Reports. (a) The Company has timely filed or furnisheddelivered, as applicable, on a timely basis, all required forms, statements, certifications, reports and documents required to be filed or furnished by it with the Securities NASDAQ, SEC and Exchange the Financial Supervisory Commission of Korea (the “SEC”"FSC") pursuant to the Exchange Act or the Securities Act since January 1December 31, 2005 (the forms1999, statements, certifications, reports and documents filed or furnished since January 1, 2005 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each each of the Company Reports, at the time of its filing or being furnished which has complied or, if not yet filed or furnished, will comply in all material respects with the all applicable requirements of Laws relating to securities, including, but not limited to, the Securities Act, the Securities Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002 and the Korean Securities and Exchange Act Act, each as in effect on the dates such forms, reports and documents were filed or delivered. No Company Subsidiary has filed, or is required to file, any rules and regulations promulgated thereunder applicable to form, report or other document with the Company ReportsNASDAQ, SEC or FSC. As of their respective dates (orThe Selling Shareholders shall, if amended on or prior to the date hereofFirst Closing Date, as of deliver to Hanaro, in the date of such amendment), the Company Reports did not, and any Company Reports form filed with or furnished delivered to the NASDAQ, SEC and FSC (including any amendments or supplements thereto), (i) the Company's Annual Reports for each of the fiscal years ended December 31, 1999, 2000 and 2001; and (ii) all other reports or registration statements filed or delivered by the Company with the NASDAQ, SEC and FSC since January 1, 2000 (the "Company Reports"). None of such forms, reports or documents (as amended or supplemented) filed with or delivered to the SEC subsequent to the date hereof will notor FSC, contain including, without limitation, any financial statements, exhibits or schedules included or incorporated by reference therein, contained, when filed or delivered, any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. . (b) The audited and unaudited consolidated financial statements of the Company has made available included (or incorporated by reference) in the Company Reports complied as to Parent copies of form in all material correspondence between respects with applicable accounting requirements and the published rules and regulations of the SEC and the Company since January 1, 2005. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC staff FSC with respect to the Company Reports. None of the Company’s Subsidiaries is or has been required to file any form, report or other document with the SEC or any securities exchange or quotation servicethereto.

Company Reports. The (a) Since January 1, 2013, each of the Company and the Bank has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it all material reports, registrations, documents, filings, statements and submissions, together with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act since January 1, 2005 (the forms, statements, certifications, reports and documents filed or furnished since January 1, 2005 and those filed or furnished subsequent to the date hereof, including any amendments thereto, that it was required to file with or furnish to any Governmental Entity (the foregoing, collectively, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in ) and has paid all material respects with the applicable requirements of the Securities Act fees and the Exchange Act assessments due and any rules and regulations promulgated thereunder applicable to the Company Reportspayable in connection therewith. As of their respective dates (of filing or furnishing, or, if amended, as of the date of the last such amendment prior to the date of this Agreement, the Company Reports complied in all material respects with all statutes and applicable rules and regulations of the applicable Governmental Entities. Other than the Form S-1 filed by the Company with the SEC on September 25, 2015 (the “Company S-1”), to the Company’s Knowledge as of the date hereof, no Company Report is the subject of ongoing review, comment or investigation by any Governmental Entity. In the case of each such Company Report filed with or furnished to the SEC, such Company Report did not, as of its date or if amended prior to the date hereofof this Agreement, as of the date of such amendment), the Company Reports did not, amendment and any Company Reports filed with or furnished to the SEC subsequent to the date hereof of this Agreement and prior to the Closing will not, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinin it, in light of the circumstances in under which they were made, not misleadingmisleading and complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. With respect to all other Company Reports filed since January 1, 2013 or to be filed subsequent to the date of this Agreement and prior to the Closing, the Company Reports will be complete and accurate in all material respects as of their respective dates, or the dates of their respective amendments. No executive officer of the Company or the Bank has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 (collectively, “Xxxxxxxx-Xxxxx”). The Bank is not required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of the Company and the Bank, no Governmental Entity has initiated any proceeding or, to the Knowledge of the Company, investigation into the business or operations of the Company or the Bank since January 1, 2013. There are no unresolved material violations set forth in any report relating to any examinations or inspections by any Governmental Entity of the Company or the Bank. There are no unresolved “matters requiring attention,” “matters requiring immediate attention” or similar items which have previously been communicated to the Company or the Bank by the Federal Reserve or the OCC which are reasonably likely to have a material impact on the Company or the Bank. (b) The records, systems, controls, data and information of each of the Company and 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 the Company or the Bank or their accountants (including all means of access thereto and therefrom), except as would not reasonably be expected to have a material adverse effect on the Company’s system of internal accounting controls. (c) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed and maintained to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is designed and maintained to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (ii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (1) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and audit committee of the Company Board any material weaknesses in internal control over financial reporting and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Parent copies of all material correspondence between Purchaser (A) any such written disclosure made by management to the SEC Company’s auditors and the Company audit committee since January 1, 2005. As of the date of this Agreement2013 and (B) any written communication since January 1, there are no material outstanding 2012 made by management or unresolved comments received from the SEC staff with respect to the Company Reports. None of the Company’s Subsidiaries is auditors to the audit committee required or contemplated by listing standards of Nasdaq, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since January 1, 2013, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from the Company Employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has been required made available to file Purchaser a summary of all material complaints or concerns relating to other matters made since January 1, 2013 through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or the Bank, whether or not employed by the Company or the Bank, has reported evidence of a violation of securities Law, breach of fiduciary duty or similar violation by the Company or any formof its officers, report directors, employees or agents to the Company’s chief legal officer, audit committee (or other document with committee designated for the SEC purpose) of the Company Board or the Company Board pursuant to the rules adopted pursuant to Section 307 of Xxxxxxxx-Xxxxx or any securities exchange or quotation serviceCompany policy contemplating such reporting, including in instances not required by those rules. (d) The Company has complied with and is in compliance in all material respects with all applicable listing and corporate governance requirements of Nasdaq.

Company Reports. The Since the Applicable Date, the Company has filed with or furnishedfurnished to the SEC, as applicable, on a timely basis, all reports, forms, statements, certifications, reports certifications and documents required to be publicly filed with or furnished by it with the Securities and Exchange Commission (Company to the “SEC”) SEC pursuant to the Exchange Act or the Securities Act since January 1, 2005 (the forms, statements, certifications, reports and documents filed or furnished since January 1, 2005 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”)Act. Each of the Company ReportsReports filed or furnished since the Applicable Date, at the time of its filing with or being furnished complied orto the SEC (or (a) in the case of any registration statement or proxy statement, on the applicable date of effectiveness or the date of the relevant meetings, respectively, and (b) if amended or supplemented, on the date of such amendment or supplement), complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and any the Sxxxxxxx-Xxxxx Act, as applicable, including the rules and regulations promulgated thereunder applicable to the Company Reportsthereunder. As of their respective dates (or, if amended prior to the date hereofor supplemented, as of the date of such amendmentamendment or supplement (and, in the case of any registration statement or proxy statement, on the applicable date of effectiveness or the date of the relevant meeting, respectively), the Company Reports did filed or furnished since the Applicable Date have not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will notnot (as applicable), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The No executive officer of the Company has made available failed to Parent copies make the certifications required of all material correspondence between the SEC and the Company since January 1, 2005. As him or her under Section 302 or 906 of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC staff Sxxxxxxx-Xxxxx Act with respect to any of the Company Reports. None of the Company’s Subsidiaries is or has been required to file any form, report or other document with the SEC or any securities exchange or quotation service.

Company Reports. (i) The Company has filed or furnished, as applicable, on a timely basis, basis all forms, registration statements, certificationsforms, reports and other documents required to be filed or furnished by it with the SEC pursuant to the Securities and Act or the Exchange Commission Act on or after February 28, 2010 (the “SECApplicable Date”) pursuant to the Exchange Act or the Securities Act since January 1, 2005 (the forms, registration statements, certificationsforms, reports and other documents filed or furnished since January 1, 2005 the Applicable Date and those filed or furnished subsequent to the date hereof, including any schedules, exhibits and amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply when filed or furnished as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and any rules and regulations promulgated thereunder applicable to Act, as the Company Reportscase may be. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. The Company has made available to Parent copies of all material correspondence between the SEC and the Company since January 1, 2005. As of the date of this Agreement, there are no material outstanding or and unresolved comments in comment letters received from the SEC or its staff with respect to any of the Company Reports. None There has been no material correspondence between the SEC and the Company since the Applicable Date that is not available on XXXXX. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (ii) Since the Applicable Date, subject to any applicable grace periods, the Company has been and is in compliance in all material respects with the applicable provisions of (A) the Xxxxxxxx-Xxxxx Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed, and to the Knowledge of the Company such disclosure controls and procedures are effective, to ensure that material information required to be disclosed by the Company is made known on a timely basis to the Chief Executive Officer or Chief Financial Officer of the Company. The Company maintains internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Such internal controls over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on the most recent evaluation of such internal controls prior to the date of this Agreement, to the Company’s Subsidiaries is auditors and the Audit Committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or has been required operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which are reasonably likely to file adversely affect the Company’s ability to record, process, summarize and report financial information and (B) to the Knowledge of the Company, any form, report fraud that involves management or other document with employees who have a significant role in the SEC Company’s internal controls over financial reporting. (iv) As of the date hereof, neither the Company nor any of its Subsidiaries has outstanding “extensions of credit” to directors or any securities exchange or quotation serviceexecutive officers of the Company within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002.