Financial Reports and Securities Documents; Undisclosed Liabilities; Internal Controls. (i) First Mutual’s Annual Report on Form 10-K for the year ended December 31, 2006 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2003 under the Securities Act or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, First Mutual’s “Securities Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable regulations of the SEC, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the consolidated statements of financial condition contained in any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of First Mutual and its Subsidiaries as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows of First Mutual and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case, as may be noted therein. Each of such financial statements (including any related notes and schedules thereto) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of First Mutual and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (ii) First Mutual has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2003. None of First Mutual’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. First Mutual has made available to Washington Federal true, correct and complete copies of all written correspondence between the SEC, on the one hand, and First Mutual and any of its Subsidiaries, on the other hand, occurring since December 31, 2003. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to First Mutual’s Securities Documents. To the knowledge of First Mutual, none of the First Mutual’s Securities Documents is the subject of ongoing SEC review or outstanding SEC comment. (iii) Except as set forth on the statement of financial condition of First Mutual dated as of March 31, 2007 and included in First Mutual’s Securities Documents filed prior to the date hereof and except as Previously Disclosed, neither First Mutual nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) other than liabilities incurred after March 31, 2007 in the ordinary course of business consistent with past practice and, to First Mutual’s knowledge, there is no existing condition, event or circumstance which could result in any such material liability in the future. (iv) Since March 31, 2007, (A) First Mutual and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as Previously Disclosed, neither First Mutual nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to First Mutual. (v) Except as set forth in Section 5.03(g)(v) of First Mutual’s Disclosure Schedule, no agreement pursuant to which any Loans or other assets have been or shall be sold by First Mutual or its Subsidiaries entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by First Mutual or its Subsidiaries, to cause First Mutual or its Subsidiaries to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against First Mutual or its Subsidiaries. Section 5.03(g)(v) of First Mutual’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of First Mutual or any of its Subsidiaries that has been declared, set aside or paid since December 31, 2003, as well as all shares of capital stock of First Mutual that have been purchased, redeemed or otherwise acquired, directly or indirectly, by First Mutual or any of its Subsidiaries since December 31, 2003. (vi) The records, systems, controls, data and information of First Mutual 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 First Mutual or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.03(g)(vi). First Mutual (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First Mutual, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of First Mutual by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to First Mutual’s outside auditors and the audit committee of the First Mutual Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Mutual’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in First Mutual’s internal controls over financial reporting. These disclosures were made in writing by management to First Mutual’s auditors and audit committee and a copy has previously been made available to Washington Federal. The Chief Executive Officer and the Chief Financial Officer of First Mutual have signed, and First Mutual has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. § 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Mutual nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (vii) Since the enactment of the Xxxxxxxx-Xxxxx Act, (i) neither First Mutual nor any of its Subsidiaries nor, to the knowledge of First Mutual, any director, officer, employee, auditor, accountant or representative of First Mutual or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Mutual or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Mutual or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing First Mutual or any of its Subsidiaries, whether or not employed by First Mutual or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by First Mutual or any of its Subsidiaries or their respective officers, directors, employees or agents to the First Mutual Board or any committee thereof or, to the knowledge of First Mutual, to any director or officer of First Mutual.
Appears in 1 contract
Financial Reports and Securities Documents; Undisclosed Liabilities; Internal Controls. (i) First Mutual’s Annual Report on Form 10-K for the year ended December 31, 2006 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2003 under the Securities Act or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, First Mutual’s “Securities Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable regulations of the SEC, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the consolidated statements of financial condition contained in any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of First Mutual and its Subsidiaries as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows of First Mutual and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case, as may be noted therein. Each of such financial statements (including any related notes and schedules thereto) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of First Mutual and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
(ii) First Mutual has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2003. None of First Mutual’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. First Mutual has made available to Washington Federal true, correct and complete copies of all written correspondence between the SEC, on the one hand, and First Mutual and any of its Subsidiaries, on the other hand, occurring since December 31, 2003. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to First Mutual’s Securities Documents. To the knowledge of First Mutual, none of the First Mutual’s Securities Documents is the subject of ongoing SEC review or outstanding SEC comment.
(iii) Except as set forth on the statement of financial condition of First Mutual dated as of March 31, 2007 and included in First Mutual’s Securities Documents filed prior to the date hereof and except as Previously Disclosed, neither First Mutual nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become duedue) other than liabilities incurred after March 31, 2007 in the ordinary course of business consistent with past practice and, to First Mutual’s knowledge, there is no existing condition, event or circumstance which could result in any such material liability in the future.
(iv) Since March 31, 2007, (A) First Mutual and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as Previously Disclosed, neither First Mutual nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to First Mutual.
(v) Except as set forth in Section 5.03(g)(v) of First Mutual’s Disclosure Schedule, no agreement pursuant to which any Loans or other assets have been or shall be sold by First Mutual or its Subsidiaries entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by First Mutual or its Subsidiaries, to cause First Mutual or its Subsidiaries to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against First Mutual or its Subsidiaries. Section 5.03(g)(v) of First Mutual’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of First Mutual or any of its Subsidiaries that has been declared, set aside or paid since December 31, 2003, as well as all shares of capital stock of First Mutual that have been purchased, redeemed or otherwise acquired, directly or indirectly, by First Mutual or any of its Subsidiaries since December 31, 2003.
(vi) The records, systems, controls, data and information of First Mutual 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 First Mutual or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.03(g)(vi). First Mutual (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First Mutual, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of First Mutual by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to First Mutual’s outside auditors and the audit committee of the First Mutual Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First Mutual’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in First Mutual’s internal controls over financial reporting. These disclosures were made in writing by management to First Mutual’s auditors and audit committee and a copy has previously been made available to Washington Federal. The Chief Executive Officer and the Chief Financial Officer of First Mutual have signed, and First Mutual has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. § 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Mutual nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.
(vii) Since the enactment of the XxxxxxxxSxxxxxxx-Xxxxx Act, (i) neither First Mutual nor any of its Subsidiaries nor, to the knowledge of First Mutual, any director, officer, employee, auditor, accountant or representative of First Mutual or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Mutual or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Mutual or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing First Mutual or any of its Subsidiaries, whether or not employed by First Mutual or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by First Mutual or any of its Subsidiaries or their respective officers, directors, employees or agents to the First Mutual Board or any committee thereof or, to the knowledge of First Mutual, to any director or officer of First Mutual.
Appears in 1 contract
Financial Reports and Securities Documents; Undisclosed Liabilities; Internal Controls. (i) First MutualExcept as set forth in Section 5.03(g)(i) of Severn’s Disclosure Schedule, Severn’s Annual Report on Form 10-K for the year ended December 31, 2006 2019 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2003 2019 under the Securities Act Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, First Mutual“Severn’s “Securities Documents”)) with the SEC, as of the date filed or to be filed and as amended prior to the date hereoffiled, (A) complied or will comply in all material respects as to form with the applicable regulations of requirements under the SECSecurities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated statements of financial condition balance sheets contained in or incorporated by reference into any such of Severn’s Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of First Mutual Severn and its Subsidiaries as of its date, and each of the consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in stockholders’ equity and consolidated statements of cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and other comprehensive income and cash flows flows, as the case may be, of First Mutual Severn and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case, case as may be noted therein. Each of such financial statements (including any related notes and schedules thereto) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto except as may be noted therein. The books and records of First Mutual Severn and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
(ii) First Mutual has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2003. None of First Mutual’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. First Mutual has made available to Washington Federal true, correct and complete copies of all written correspondence between the SEC, on the one hand, and First Mutual and any of its Subsidiaries, on the other hand, occurring since December 31, 2003. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to First Mutual’s Securities Documents. To the knowledge of First Mutual, none of the First Mutual’s Securities Documents is the subject of ongoing SEC review or outstanding SEC comment.
(iii) Except as set forth on the statement unaudited consolidated balance sheet of financial condition of First Mutual Severn dated as of March 31September 30, 2007 2020 and included in First MutualSevern’s Securities Documents filed prior to the date hereof and except as Previously Disclosedhereof, neither First Mutual Severn nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after March 31September 30, 2007 2020 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to First MutualSevern’s knowledgeKnowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability a Material Adverse Effect in the future.
(iviii) Since March 31September 30, 20072020, (A) First Mutual Severn and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as Previously Disclosedset forth in Section 5.03(g)(iii) of Severn’s Disclosure Schedule, neither First Mutual Severn nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the actions set forth covenants in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to First MutualSevern.
(viv) Except as set forth in Section 5.03(g)(v5.03(g)(iv) of First MutualSevern’s Disclosure Schedule, no agreement pursuant to which any Loans or other assets have been or shall be sold by First Mutual Severn or its Subsidiaries entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by First Mutual Severn or its Subsidiaries, to cause First Mutual Severn or its Subsidiaries to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against First Mutual Severn or its Subsidiaries. Section 5.03(g)(v) of First Mutual’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of First Mutual or any of its Subsidiaries that has been declared, set aside or paid since December 31, 2003, as well as all shares of capital stock of First Mutual that have been purchased, redeemed or otherwise acquired, directly or indirectly, by First Mutual or any of its Subsidiaries since December 31, 2003.
(viv) The records, systems, controls, data and information of First Mutual Severn 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 First Mutual Severn or its Subsidiaries (either directly or through Severn’s third party data processing service provider) or its accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.03(g)(vi5.03(g)(v). First Mutual Severn (iA) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First Mutual, including Severn and its consolidated Subsidiaries, Subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of First Mutual Severn by others within those entities Severn or its Subsidiaries and (iiB) has disclosed, based on its most recent evaluation prior to the date hereof, to First MutualSevern’s outside auditors and the audit committee of the First Mutual Severn Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First MutualSevern’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in First MutualSevern’s internal controls over financial reporting. These disclosures were made in writing by management to First MutualSevern’s auditors and audit committee and a copy has previously been made available to Washington Federal. The Chief Executive Officer and the Chief Financial Officer of First Mutual have signed, and First Mutual has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. § 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Mutual nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certificationsSHBI.
(viivi) Since the enactment of the Xxxxxxxx-Xxxxx ActJanuary 1, 2018, (iA) neither First Mutual Severn nor any of its Subsidiaries nor, to the knowledge Knowledge of First MutualSevern, any director, officer, employee, auditor, accountant or representative of First Mutual Severn or any of its Subsidiaries, has received or otherwise had or obtained knowledge Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Mutual Severn or any of its Subsidiaries or their respective internal accounting controls, including any material written complaint, allegation, assertion or claim that First Mutual Severn or any of its Subsidiaries Subsidiaries, has engaged in questionable accounting or auditing practices, and (iiB) no attorney representing First Mutual Severn or any of its Subsidiaries, whether or not employed by First Mutual Severn or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by First Mutual Severn or any of its Subsidiaries or their respective officers, directors, employees or agents to the First Mutual Severn Board or any committee thereof or, to the knowledge Knowledge of First MutualSevern, to any director or officer of First MutualSevern or any of its Subsidiaries.
Appears in 1 contract
Financial Reports and Securities Documents; Undisclosed Liabilities; Internal Controls. (i) First MutualHEOP’s Annual Report on Form 10-K for the year ended December 31, 2006 2015 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2003 2015 under the Securities Act Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, First Mutual“HEOP’s “Securities Documents”)) with the SEC, as of the date filed or to be filed and as amended prior to the date hereoffiled, (A) complied or will comply in all material respects as to form with the applicable regulations of requirements under the SECSecurities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated statements of financial condition balance sheets contained in or incorporated by reference into any such of HEOP’s Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of First Mutual HEOP and its Subsidiaries as of its date, and each of the consolidated statements of income, stockholdersconsolidated statements of comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholdersshareholders’ equity and other comprehensive income and cash flows flows, as the case may be, of First Mutual HEOP and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case, case as may be noted therein. Each of such financial statements (including any related notes and schedules thereto) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of First Mutual HEOP and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
(ii) First Mutual has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2003. None of First Mutual’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. First Mutual has made available to Washington Federal true, correct and complete copies of all written correspondence between the SEC, on the one hand, and First Mutual and any of its Subsidiaries, on the other hand, occurring since December 31, 2003. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to First Mutual’s Securities Documents. To the knowledge of First Mutual, none of the First Mutual’s Securities Documents is the subject of ongoing SEC review or outstanding SEC comment.
(iii) Except as set forth on the statement unaudited consolidated balance sheet of financial condition of First Mutual HEOP dated as of March 31September 30, 2007 2016 and included in First MutualHEOP’s Securities Documents filed prior to the date hereof and except as Previously Disclosedhereof, neither First Mutual HEOP nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after March 31September 30, 2007 2016 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to First MutualHEOP’s knowledgeKnowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability a Material Adverse Effect in the future.
(iviii) Since March 31September 30, 20072016, (A) First Mutual HEOP and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as Previously Disclosedset forth in Section 5.03(g)(iii) of HEOP’s Disclosure Schedule, neither First Mutual HEOP nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the actions set forth covenants in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to First MutualHEOP.
(viv) Except as set forth in Section 5.03(g)(v5.03(g)(iv) of First MutualHEOP’s Disclosure Schedule, no agreement pursuant to which any Loans or other assets have been or shall be sold by First Mutual HEOP or its Subsidiaries entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by First Mutual HEOP or its Subsidiaries, to cause First Mutual HEOP or its Subsidiaries to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against First Mutual HEOP or its Subsidiaries. Section 5.03(g)(v5.03(g)(iv) of First MutualHEOP’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of First Mutual HEOP or any of its Subsidiaries that has been declared, set aside or paid since December 31, 20032012, as well as all shares of capital stock of First Mutual HEOP or any of its Subsidiaries that have been purchased, redeemed or otherwise acquired, directly or indirectly, by First Mutual HEOP or any of its Subsidiaries since December 31, 20032012.
(viv) The records, systems, controls, data and information of First Mutual HEOP 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 First Mutual HEOP or its Subsidiaries (either directly or through HEOP’s third party data processing service provider) or its accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.03(g)(vi5.03(g)(v). First Mutual HEOP (iA) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First Mutual, including HEOP and its consolidated Subsidiaries, Subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of First Mutual HEOP by others within those entities HEOP or its Subsidiaries and (iiB) has disclosed, based on its most recent evaluation prior to the date hereof, to First MutualHEOP’s outside auditors and the audit committee of the First Mutual HEOP Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First MutualHEOP’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in First MutualHEOP’s internal controls over financial reporting. These disclosures were made in writing by management to First MutualHEOP’s auditors and audit committee and a copy has previously been made available to Washington Federal. The Chief Executive Officer and the Chief Financial Officer of First Mutual have signed, and First Mutual has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. § 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Mutual nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certificationsPPBI.
(viivi) Since the enactment of the Xxxxxxxx-Xxxxx ActJanuary 1, 2013, (iA) except as set forth in Section 5.03(g)(vi) of HEOP’s Disclosure Schedule, neither First Mutual HEOP nor any of its Subsidiaries nor, to the knowledge Knowledge of First MutualHEOP, any director, officer, employee, auditor, accountant or representative of First Mutual HEOP or any of its Subsidiaries, has received or otherwise had or obtained knowledge Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Mutual HEOP or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Mutual HEOP or any of its Subsidiaries Subsidiaries, has engaged in questionable accounting or auditing practices, and (iiB) no attorney representing First Mutual HEOP or any of its Subsidiaries, whether or not employed by First Mutual HEOP or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by First Mutual HEOP or any of its Subsidiaries or their respective officers, directors, employees or agents to the First Mutual HEOP Board or any committee thereof or, to the knowledge Knowledge of First MutualHEOP, to any director or officer of First MutualHEOP or any of its Subsidiaries.
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Samples: Agreement and Plan of Reorganization (Heritage Oaks Bancorp)
Financial Reports and Securities Documents; Undisclosed Liabilities; Internal Controls. (i) First MutualHEOP’s Annual Report on Form 10-K for the year ended December 31, 2006 2015 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2003 2015 under the Securities Act Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, First Mutual“HEOP’s “Securities Documents”)) with the SEC, as of the date filed or to be filed and as amended prior to the date hereoffiled, (A) complied or will comply in all material respects as to form with the applicable regulations of requirements under the SECSecurities Act or the Exchange Act, as the case may be, be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the consolidated statements of financial condition contained in any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of First Mutual and its Subsidiaries as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows of First Mutual and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case, as may be noted therein. Each of such financial statements (including any related notes and schedules thereto) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of First Mutual and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.fact
(ii) First Mutual has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2003. None of First Mutual’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. First Mutual has made available to Washington Federal true, correct and complete copies of all written correspondence between the SEC, on the one hand, and First Mutual and any of its Subsidiaries, on the other hand, occurring since December 31, 2003. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to First Mutual’s Securities Documents. To the knowledge of First Mutual, none of the First Mutual’s Securities Documents is the subject of ongoing SEC review or outstanding SEC comment.
(iii) Except as set forth on the statement unaudited consolidated balance sheet of financial condition of First Mutual HEOP dated as of March 31September 30, 2007 2016 and included in First MutualHEOP’s Securities Documents filed prior to the date hereof and except as Previously Disclosedhereof, neither First Mutual HEOP nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after March 31September 30, 2007 2016 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to First MutualHEOP’s knowledgeKnowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability a Material Adverse Effect in the future.
(iviii) Since March 31September 30, 20072016, (A) First Mutual HEOP and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as Previously Disclosedset forth in Section 5.03(g)(iii) of HEOP’s Disclosure Schedule, neither First Mutual HEOP nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the actions set forth covenants in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to First MutualHEOP.
(viv) Except as set forth in Section 5.03(g)(v5.03(g)(iv) of First MutualHEOP’s Disclosure Schedule, no agreement pursuant to which any Loans or other assets have been or shall be sold by First Mutual HEOP or its Subsidiaries entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by First Mutual HEOP or its Subsidiaries, to cause First Mutual HEOP or its Subsidiaries to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against First Mutual HEOP or its Subsidiaries. Section 5.03(g)(v5.03(g)(iv) of First MutualHEOP’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of First Mutual or any of its Subsidiaries that has been declared, set aside or paid since December 31, 2003, as well as all shares of capital stock of First Mutual that have been purchased, redeemed or otherwise acquired, directly or indirectly, by First Mutual or any of its Subsidiaries since December 31, 2003.capital
(viv) The records, systems, controls, data and information of First Mutual HEOP 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 First Mutual HEOP or its Subsidiaries (either directly or through HEOP’s third party data processing service provider) or its accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.03(g)(vi5.03(g)(v). First Mutual HEOP (iA) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to First Mutual, including HEOP and its consolidated Subsidiaries, Subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of First Mutual HEOP by others within those entities HEOP or its Subsidiaries and (iiB) has disclosed, based on its most recent evaluation prior to the date hereof, to First MutualHEOP’s outside auditors and the audit committee of the First Mutual HEOP Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect First MutualHEOP’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in First MutualHEOP’s internal controls over financial reporting. These disclosures were made in writing by management to First MutualHEOP’s auditors and audit committee and a copy has previously been made available to Washington Federal. The Chief Executive Officer and the Chief Financial Officer of First Mutual have signed, and First Mutual has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. § 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Mutual nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certificationsPPBI.
(viivi) Since the enactment of the Xxxxxxxx-Xxxxx ActJanuary 1, 2013, (iA) except as set forth in Section 5.03(g)(vi) of HEOP’s Disclosure Schedule, neither First Mutual HEOP nor any of its Subsidiaries nor, to the knowledge Knowledge of First MutualHEOP, any director, officer, employee, auditor, accountant or representative of First Mutual HEOP or any of its Subsidiaries, has received or otherwise had or obtained knowledge Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Mutual HEOP or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Mutual HEOP or any of its Subsidiaries Subsidiaries, has engaged in questionable accounting or auditing practices, and (iiB) no attorney representing First Mutual HEOP or any of its Subsidiaries, whether or not employed by First Mutual HEOP or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by First Mutual HEOP or any of its Subsidiaries or their respective officers, directors, employees or agents to the First Mutual HEOP Board or any committee thereof or, to the knowledge Knowledge of First MutualHEOP, to any director or officer of First MutualHEOP or any of its Subsidiaries.
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