Common use of Exchange Act Filings; Financial Statements Clause in Contracts

Exchange Act Filings; Financial Statements. (a) Coastal has timely filed and made available to Coastal all SEC Documents required to be filed by Coastal since December 31, 2000. The Coastal SEC Documents (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Coastal SEC Documents or necessary in order to make the statements in such Coastal SEC Documents not misleading. Coastal has made available to First Capital all comment letters received by Coastal from the staffs of the SEC and the OCC and all responses to such comment letters by or on behalf of Coastal with respect to all filings under the Securities Laws. Coastal's principal executive officer and principal financial officer (and Coastal's former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the Coastal SEC Documents. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Coastal nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, or manner of filing or submission of such certifications. No Coastal Company is required to file any reports under the Exchange Act. (b) Each of the Coastal Financial Statements (including, in each case, any related notes) contained in the Coastal SEC Documents, including any Coastal SEC Documents filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the Exchange Act, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB of the Exchange Act), and fairly presented the financial position of Coastal and each Coastal Company as at the respective dates and the results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and were certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) Coastal's independent public accountants, which have expressed their opinion with respect to the Coastal Financial Statements included in the Coastal SEC Documents (including the related notes), are and have been throughout the periods covered by such Coastal Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) "independent" with respect to Coastal within the meaning of Regulation S-X and (z) with respect to Coastal, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 6.5 of the Coastal Disclosure Letter lists all non-audit services preformed by Coastal's independent public accountants for Coastal and each Coastal Company. (d) Coastal maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Coastal and each Coastal Company is made known on a timely basis to the individuals responsible for the preparation of the Coastal SEC Documents.

Exchange Act Filings; Financial Statements. (a) Coastal First Capital has timely filed and made available to Coastal all SEC Documents required to be filed by Coastal First Capital since December 31, 2000. The Coastal First Capital SEC Documents (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Coastal First Capital SEC Documents or necessary in order to make the statements in such Coastal First Capital SEC Documents not misleading. Coastal First Capital has made available to First Capital Coastal all comment letters received by Coastal First Capital from the staffs of the SEC and the OCC and all responses to such comment letters by or on behalf of Coastal First Capital with respect to all filings under the Securities Laws. CoastalFirst Capital's principal executive officer and principal financial officer (and CoastalFirst Capital's former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the Coastal First Capital SEC Documents. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Coastal First Capital nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, or manner of filing or submission of such certifications. No Coastal First Capital Company is required to file any reports under the Exchange Act. (b) Each of the Coastal First Capital Financial Statements (including, in each case, any related notes) contained in the Coastal First Capital SEC Documents, including any Coastal First Capital SEC Documents filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the Exchange Act, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB of the Exchange Act), and fairly presented the financial position of Coastal First Capital and each Coastal First Capital Company as at the respective dates and the results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and were certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) CoastalFirst Capital's independent public accountants, which have expressed their opinion with respect to the Coastal First Capital Financial Statements included in the Coastal First Capital SEC Documents (including the related notes), are and have been throughout the periods covered by such Coastal First Capital Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) "independent" with respect to Coastal First Capital within the meaning of Regulation S-X and (z) with respect to CoastalFirst Capital, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 6.5 5.5 of the Coastal First Capital Disclosure Letter lists all non-audit services preformed by CoastalFirst Capital's independent public accountants for Coastal First Capital and each Coastal First Capital Company. (d) Coastal First Capital maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Coastal First Capital and each Coastal First Capital Company is made known on a timely basis to the individuals responsible for the preparation of the Coastal First Capital SEC Documents.

Exchange Act Filings; Financial Statements. (a) Coastal Seller has timely filed and made available to Coastal Buyer all SEC Exchange Act Documents required to be filed by Coastal Seller since December 31, 20001999 (the "Seller Exchange Act Reports") as listed in Section 5.5 of the Seller Disclosure Memo. The Coastal SEC Documents Seller Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Coastal SEC Documents Seller Exchange Act Reports or necessary in order to make the statements in such Coastal SEC Documents Seller Exchange Act Reports not misleading. Coastal Seller has made available delivered to First Capital Buyer all comment letters received by Coastal Seller from the staffs of the SEC and the OCC and all responses to such comment letters by or on behalf of Coastal Seller with respect to all filings under the Securities Laws. CoastalSeller's principal executive officer and principal financial officer (and CoastalSeller's former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act and the rules and regulations of the Exchange Act thereunder with xxxxxxxxxx xxxh respect to the Coastal SEC Seller's Exchange Act Documents. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the XxxxxxxxSarbanes-Xxxxx Oxley Act. Such certifications contain no qualifications or exceptions to xxxxxxxxxx xx the matters certified therein and have not been modified or withdrawn; and neither Coastal Seller nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission of such certifications. No Coastal Company Seller Subsidiary is required to file any reports under the Exchange ActAct Documents. (b) Each of the Coastal Seller Financial Statements (including, in each case, any related notes) contained in the Coastal SEC DocumentsSeller Exchange Act Reports, including any Coastal SEC Documents Seller Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the Exchange Act, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB of the Exchange Act), and fairly presented the financial position of Coastal Seller and each Coastal Company its Subsidiaries as at the respective dates and the results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and were certified to the extent required by the XxxxxxxxSarbanes-Xxxxx Oxley Act. (c) CoastalSeller's independent public accountantsaccountaxxx, which have xxxxx xxve expressed their opinion with respect to the Coastal Financial Statements of Seller and its Subsidiaries included in the Coastal SEC Documents Seller's Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Coastal Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the XxxxxxxxSarbanes-Xxxxx Oxley Act) (to the extent applicable during such periodperxxx), (yx) "independentxndependent" with respect to Coastal Seller within the meaning of Regulation S-X and (z) with respect to CoastalSeller, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 6.5 5.5(c) of the Coastal Seller Disclosure Letter Memorandum lists all non-audit services preformed by CoastalSeller's independent public accountants for Coastal Seller and each Coastal Companyits Subsidiaries. (d) Coastal maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Coastal and each Coastal Company is made known on a timely basis to the individuals responsible for the preparation of the Coastal SEC Documents.

Exchange Act Filings; Financial Statements. (a) Coastal Seller has timely filed and made available to Coastal Buyer all SEC Exchange Act Documents required to be filed by Coastal Seller since December 31, 20001999 (the “Seller Exchange Act Reports”). The Coastal SEC Documents Seller Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Coastal SEC Documents Seller Exchange Act Reports or necessary in order to make the statements in such Coastal SEC Documents Seller Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Coastal Seller has made available delivered to First Capital Buyer all comment letters received by Coastal Seller from the staffs staff of the SEC and the OCC Commission and all responses to such comment letters by or on behalf of Coastal with respect to all filings under the Securities LawsSeller. Coastal's Seller’s principal executive officer and principal financial officer (and Coastal's Seller’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the Coastal SEC Seller’s Exchange Act Documents. For purposes of the preceding sentence, "“principal executive officer" ” and "“principal financial officer" ” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Coastal Seller nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission of such certifications. No Coastal Company Except for Seller Subsidiaries that are registered as a broker, dealer, or investment advisor, no Seller Subsidiary is required to file any Exchange Act Documents. Seller lawfully deregistered under the Exchange Act pursuant to Rule 12g-4(a)(1)(i) effective March 24, 2005, and after such date has not been subject to making any reports or filings under the Exchange Act. (b) Each of the Coastal Seller Financial Statements (including, in each case, any related notes) ), whether contained in the Coastal SEC Documents, including any Coastal SEC Documents filed after the date of this Agreement until the Effective Time, Seller Exchange Act Reports or otherwise complied as to form in all material respects with the applicable published rules and regulations of the Exchange ActAct with respect thereto (in the case of Financial Statements contained in the Seller Exchange Act Reports), was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such consolidated financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB of the Exchange Act), and fairly presented in all material respects the financial position of Coastal Seller and each Coastal Company its Subsidiaries as at the respective dates and the results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and were certified to the extent required by the XxxxxxxxSxxxxxxx-Xxxxx Act. (c) Coastal's Seller’s independent public accountants, which have expressed their opinion with respect to the Coastal Financial Statements of Seller and its Subsidiaries including those included in the Coastal SEC Documents Seller’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Coastal Financial Statements (xi) a registered public accounting firm (as defined in Section 2(a)(12) of the XxxxxxxxSxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (yii) "“independent" ” with respect to Coastal Seller within the meaning of Regulation S-X X, and (ziii) with respect to CoastalSeller, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 6.5 5.5(c) of the Coastal Seller Disclosure Letter Memorandum lists all non-audit services preformed by Coastal's Seller’s independent public accountants for Coastal Seller and each Coastal Companyits Subsidiaries. (d) Coastal maintains disclosure controls Seller and procedures required by Rule 13a-15 or 15d-15 under its directors and executive officers are not subject to Section 16(a) of the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Coastal and each Coastal Company is made known on a timely basis to the individuals responsible for the preparation of the Coastal SEC Documents.