Common use of Financial Statements; Material Adverse Effect Clause in Contracts

Financial Statements; Material Adverse Effect. (i) BHC has previously made available to PLAZA accurate and complete copies of the BHC Financial Statements. The BHC Financial Statements as of and for the years ended December 31, 2016, 2015 and 2014 are accompanied by the audit report of Vavrinek, Trine, Day & Co. LLP (for 2016) and Mxxx Axxxx LLP (for 2015 and 2014). The BHC Financial Statements fairly present in all material respects, the financial condition of BHC and BANK as of the respective dates set forth therein, and the results of operations, changes in shareholders’ equity and cash flows (if applicable) of BHC and BANK for the respective periods or as of the respective dates set forth therein. (ii) The BHC Financial Statements have been, and are being, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein. (iii) Since December 31, 2016, BHC and BANK have not incurred any liabilities that are required to be reflected on a balance sheet in accordance with GAAP, except (i) as Previously Disclosed, (ii) liabilities properly accrued or reserved against in the balance sheet of BANK as of December 31, 2016, (iii) liabilities and obligations incurred since December 31, 2016 in the ordinary course of business consistent with past practice, (iv) liabilities and obligations that are not material to BHC or BANK, and (v) any liabilities and obligations incurred with respect to the transactions contemplated by this Agreement. (iv) Since December 31, 2016, (A) BHC and BANK have conducted their respective businesses in the ordinary and usual course consistent with past practice and (B) 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 5.3 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to BHC and BANK, taken as a whole. (v) No agreement pursuant to which any loans or other assets have been or shall be sold by BANK entitled the buyer of such loans or other assets to cause BANK to repurchase such loan or other asset or the buyer to pursue any other form of recourse against BANK. All cash, stock or other dividends or any other distribution with respect to the capital stock of BHC that has been declared, set aside or paid since December 31, 2016 has been Previously Disclosed. Other than the bank holding company reorganization which was consummated in January 2017, since December 31, 2016, no shares of capital stock of either BHC or BANK have been purchased, redeemed or otherwise acquired, directly or indirectly, by BHC or BANK and no agreements have been made by BHC or BANK to do any of the foregoing.

Financial Statements; Material Adverse Effect. (i) BHC FULB has previously made available to PLAZA BAY accurate and complete copies of the BHC FULB Financial Statements. The BHC FULB Financial Statements as of and for the fiscal years ended December 31, 2016September 30, 2015 and 2014 are accompanied by the audit report of VavrinekCxxxx Hxxxxxx, Trine, Day & Co. LLP (for 2016) and Mxxx Axxxx LLP (for 2015 and 2014)LLP. The BHC FULB Financial Statements fairly present in all material respects, the financial condition of BHC and BANK FULB as of the respective dates set forth therein, and the consolidated results of operations, changes in shareholders’ equity and cash flows (if applicable) of BHC and BANK FULB for the respective periods or as of the respective dates set forth therein. (ii) The BHC FULB Financial Statements have been, and are being, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein. (iii) Since December 31October 1, 20162015, BHC and BANK have not neither FULB nor UBB has incurred any liabilities that are required to be reflected on a balance sheet liability other than in accordance the ordinary course of business consistent with GAAPpast practice, except (i) as Previously Disclosed, (ii) liabilities properly accrued or reserved against in the consolidated balance sheet of BANK FULB as of December 31October 1, 20162015, (iii) liabilities and obligations incurred since December 31October 1, 2016 2015 in the ordinary course of business consistent with past practice, (iv) liabilities and obligations that are not material to BHC or BANKFULB and UBB, taken as a whole, and (viv) any liabilities and obligations incurred with respect to the transactions contemplated by this Agreement. (iv) Since December 31Except as Previously Disclosed, 2016since October 1, 2015, (A) BHC each of FULB and BANK have UBB has conducted their respective businesses its business in the ordinary and usual course consistent with past practice practice, and (B) 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 5.3 5.2 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to BHC FULB and BANK, taken as a wholeUBB. (v) No agreement pursuant to which any loans or other assets have been or shall be sold by BANK FULB or UBB entitled the buyer of such loans or other assets to cause BANK FULB or UBB to repurchase such loan or other asset or the buyer to pursue any other form of recourse against BANKFULB or UBB. All cash, stock or other dividends or any other distribution with respect to the capital stock of BHC FULB or UBB that has been declared, set aside or paid since December 31October 1, 2016 2015 has been Previously Disclosed. Other than the bank holding company reorganization which was consummated in January 2017Since October 1, since December 31, 20162015, no shares of capital stock of either BHC FULB or BANK UBB have been purchased, redeemed or otherwise acquired, directly or indirectly, by BHC FULB or BANK UBB and no agreements have been made by BHC FULB or BANK UBB to do any of the foregoing.

Financial Statements; Material Adverse Effect. (i) BHC PLAZA has previously made available to PLAZA BHC and BANK accurate and complete copies of the BHC PLAZA Financial Statements. The BHC PLAZA Financial Statements as of and for the fiscal years ended December 31, 2016, 2015 and 2014 are accompanied by the audit report of Vavrinek, Trine, Day & Co. LLP (for 2016) and Mxxx Axxxx LLP (for 2015 and 2014)LLP. The BHC PLAZA Financial Statements fairly present in all material respects, the financial condition of BHC and BANK PLAZA as of the respective dates set forth therein, and the results of operations, changes in shareholders’ equity and cash flows (if applicable) of BHC and BANK PLAZA for the respective periods or as of the respective dates set forth therein. (ii) The BHC PLAZA Financial Statements have been, and are being, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein. (iii) Since December 31, 2016, BHC and BANK have PLAZA has not incurred any liabilities that are required to be reflected on a balance sheet in accordance with GAAP, except (i) as Previously Disclosed, (ii) liabilities properly accrued or reserved against in the balance sheet of BANK PLAZA as of December 31, 2016, (iii) liabilities and obligations incurred since December 31, 2016 in the ordinary course of business consistent with past practice, (iv) liabilities and obligations that are not material to BHC or BANKPLAZA, and (v) any liabilities and obligations incurred with respect to the transactions contemplated by this Agreement. (iv) Since December 31, 2016, (A) BHC and BANK have PLAZA has conducted their respective businesses its business in the ordinary and usual course consistent with past practice practice, and (B) 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 5.3 5.2 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to BHC and BANK, taken as a wholePLAZA. (v) No agreement pursuant to which any loans or other assets have been or shall be sold by BANK PLAZA entitled the buyer of such loans or other assets to cause BANK PLAZA to repurchase such loan or other asset or the buyer to pursue any other form of recourse against BANKPLAZA. All No cash, stock or other dividends or any other distribution with respect to the capital stock of BHC that PLAZA has been declared, set aside or paid since December 31, 2016 has been Previously Disclosed2016. Other than the bank holding company reorganization which was consummated in January 2017, since Since December 31, 2016, no shares of capital stock of either BHC or BANK PLAZA have been purchased, redeemed or otherwise acquired, directly or indirectly, by BHC or BANK PLAZA and no agreements have been made by BHC or BANK PLAZA to do any of the foregoing.

Financial Statements; Material Adverse Effect. (i) BHC VCBank has previously delivered or made available to PLAZA CVCY and Central Valley Community Bank accurate and complete copies of the BHC VCBank Financial Statements. The BHC Financial Statements consolidated statements of financial condition of VCBank as of December 31, 2011, 2010 and 2009 and the consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows for each of the years ended December 31, 20162011, 2015 2010 and 2014 2009 are accompanied by the audit report of VavrinekXxxxx Xxxxxxx, Trine, Day & Co. LLP (for 2016) and Mxxx Axxxx LLP (for 2015 and 2014)LLP. The BHC VCBank Financial Statements fairly present in all material respectsor, with respect to those as of any date or for any period ending after the date of this Agreement, will fairly present, the financial condition of BHC and BANK VCBank as of the respective dates set forth therein, and the consolidated results of operations, changes in shareholders’ equity and cash flows (if applicable) of BHC and BANK VCBank for the respective periods or as of the respective dates set forth therein. (ii) The BHC VCBank Financial Statements have beenbeen or will be, and are beingas the case may be, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein. The audits of VCBank have been conducted in accordance with generally accepted auditing standards of the United States. (iii) Since December 31, 2016, BHC and BANK have not incurred any liabilities that are required to be reflected on a balance sheet in accordance with GAAP, except (i) Except as Previously Disclosed, (ii) liabilities properly accrued or reserved against in the balance sheet of BANK as of December 31since January 1, 2016, (iii) liabilities and obligations incurred since December 31, 2016 in the ordinary course of business consistent with past practice, (iv) liabilities and obligations that are not material to BHC or BANK, and (v) any liabilities and obligations incurred with respect to the transactions contemplated by this Agreement. (iv) Since December 31, 20162012, (A) BHC and BANK have VCBank has conducted their respective businesses its business in the ordinary and usual course consistent with past practice practice, (B) VCBank has not 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 3.01 hereof, and (BC) 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 5.3 4.02 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to BHC and BANK, taken as a wholeVCBank. (viv) No agreement pursuant to which any loans or other assets have been or shall be sold by BANK VCBank entitled the buyer of such loans or other assets to cause BANK VCBank to repurchase such loan or other asset or the buyer to pursue any other form of recourse against BANKVCBank. All cash, stock or other dividends or any other distribution with respect to the capital stock of BHC VCBank that has been declared, set aside or paid since December 31, 2016 2010 has been Previously Disclosed. Other than the bank holding company reorganization which was consummated in January 2017, since Since December 31, 20162010, no shares of capital stock of either BHC or BANK VCBank have been purchased, redeemed or otherwise acquired, directly or indirectly, by BHC or BANK VCBank and no agreements have been made by BHC or BANK VCBank to do any of the foregoing.

Financial Statements; Material Adverse Effect. (i) BHC Folsom Lake Bank has previously delivered or made available to PLAZA CVCY and Central Valley Community Bank accurate and complete copies of the BHC Folsom Lake Bank Financial Statements. The BHC Financial Statements balance sheets of Folsom Lake Bank as of and for the years ended December 31, 2016, 2015 and 2014 and the statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the years then ended are accompanied by the audit report of Vavrinek, Trine, Day & Co. LLP (for 2016) and Mxxx Axxxx LLP (for 2015 and 2014)Xxxx Xxxxx LLP. The BHC Folsom Lake Bank Financial Statements present fairly or, with respect to those as of any date or for any period ending after the date of this Agreement, will present fairly, in all material respects, the financial condition position of BHC and BANK Folsom Lake Bank as of the respective dates set forth therein, and the results of operations, changes in shareholders’ equity its operations and cash flows (if applicable) of BHC and BANK for the respective periods or Folsom Lake Bank as of the respective dates or for the respective periods set forth therein. (ii) The BHC Folsom Lake Bank Financial Statements have beenbeen or will be, and are beingas the case may be, prepared in accordance with GAAP consistently (except for the absence of statements of cash flows and notes in the case of quarterly financial statements) applied during the periods involved, except as stated therein. The audits of Folsom Lake Bank have been conducted in accordance with generally accepted auditing standards of the United States. (iii) Since December 31, 2016, BHC and BANK have not incurred any liabilities that are required to be reflected on a balance sheet in accordance with GAAP, except (i) Except as Previously Disclosed, (ii) liabilities properly accrued or reserved against in the balance sheet of BANK as of December 31since January 1, 2016, (iii) liabilities and obligations incurred since December 31, 2016 in the ordinary course of business consistent with past practice, (iv) liabilities and obligations that are not material to BHC or BANK, and (v) any liabilities and obligations incurred with respect to the transactions contemplated by this Agreement. (iv) Since December 31, 20162017, (A) BHC and BANK have Folsom Lake Bank has conducted their respective businesses its business in the ordinary and usual course consistent with past practice practice, (B) Folsom Lake Bank has not 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 3.1 hereof, and (BC) 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 5.3 4.2 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to BHC and BANK, taken as a wholeFolsom Lake Bank. (viv) No agreement pursuant to which any loans or other assets have been or shall be sold by BANK Folsom Lake Bank entitled the buyer of such loans or other assets to cause BANK Folsom Lake Bank to repurchase such loan or other asset or the buyer to pursue any other form of recourse against BANKFolsom Lake Bank. All cash, stock or other dividends or any other distribution Table of Contents with respect to the capital stock of BHC Folsom Lake Bank that has been declared, set aside or paid since December 31, 2016 2013, has been Previously Disclosed. Other than the bank holding company reorganization which was consummated in January 2017, since Since December 31, 20162013, no shares of capital stock of either BHC or BANK Folsom Lake Bank have been purchased, redeemed or otherwise acquired, directly or indirectly, by BHC or BANK Folsom Lake Bank and no agreements have been made by BHC or BANK Folsom Lake Bank to do any of the foregoing.

Financial Statements; Material Adverse Effect. (i) BHC MNHN has previously delivered or made available to PLAZA PBB and Fund Manager accurate and complete copies of the BHC MNHN Financial Statements. The BHC Financial Statements consolidated statements of financial condition of MNHN as of December 31, 2010 and 2009 and the consolidated statements of operations, stockholders’ equity and cash flows for each of the years ended December 31, 2016, 2015 2010 and 2014 2009 are accompanied by the audit report of Vavrinek, Trine, Day & Co. LLP (for 2016) and Mxxx Axxxx LLP (for 2015 and 2014)Co., LLP. The BHC MNHN Financial Statements fairly present in all material respectsor, with respect to those as of any date or for any period ending after the date of this Agreement, will fairly present, the financial condition of BHC and BANK MNHN as of the respective dates set forth therein, and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows (if applicable) of BHC and BANK MNHN for the respective periods or as of the respective dates set forth therein. (ii) The BHC MNHN Financial Statements have beenbeen or will be, and are beingas the case may be, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein. The audits of MNHN have been conducted in accordance with generally accepted auditing standards of the United States of America. (iii) Since December 31, 2016, BHC and BANK have not incurred any liabilities that are required to be reflected on a balance sheet in accordance with GAAP, except (i) Except as Previously Disclosed, (ii) liabilities properly accrued or reserved against in the balance sheet of BANK as of December 31since January 1, 20162011, (iii) liabilities and obligations MNHN has not incurred since December 31, 2016 any liability other than in the ordinary course of business consistent with past practice, (iv) liabilities and obligations that are not material to BHC or BANK, and (v) any liabilities and obligations incurred with respect to the transactions contemplated by this Agreement. (iv) Since December 31Except as Previously Disclosed, 2016since January 1, 2011, (A) BHC MNHN and BANK Manhattan have conducted their respective businesses in the ordinary and usual course consistent with past practice practice, (B) MNHN and Manhattan have not 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 3.01 hereof between December 31, 2010 and the date hereof, and (BC) 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 5.3 4.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to BHC and BANK, taken as a wholeMNHN or Manhattan. (v) No Except as Previously Disclosed, no agreement pursuant to which any loans or other assets have been or shall be sold by BANK MNHN, Manhattan or any other MNHN Subsidiary entitled the buyer of such loans or other assets assets, to cause BANK MNHN, Manhattan or any other MNHN Subsidiary to repurchase such loan or other asset or the buyer to pursue any other form of recourse against BANKMNHN, Manhattan or any other MNHN Subsidiary. All cash, stock or other dividends or any other distribution with respect to the capital stock of BHC MNHN that has been declared, set aside or paid since December 31, 2016 2010 has been Previously Disclosed. Other than the bank holding company reorganization which was consummated in January 2017, since Since December 31, 20162010, no shares of capital stock of either BHC or BANK MNHN have been purchased, redeemed or otherwise acquired, directly or indirectly, by BHC or BANK MNHN and no agreements have been made by BHC or BANK MNHN to do any of the foregoing.

Financial Statements; Material Adverse Effect. (i) BHC BSCA has previously made available to PLAZA SCB and BOSC accurate and complete copies of the BHC BSCA Financial Statements. The BHC Financial Statements as of and for the years ended December 31, 2016, 2015 and 2014 are accompanied by the audit report of Vavrinek, Trine, Day & Co. LLP (for 2016) and Mxxx Axxxx LLP (for 2015 and 2014). The BHC BSCA Financial Statements fairly present in all material respects, respects the financial condition of BHC and BANK BSCA as of and for the respective dates set forth thereintherein (subject, and in the results case of operationsunaudited statements, changes in shareholders’ equity and cash flows (if applicable) of BHC and BANK for the respective periods or as of the respective dates set forth thereinto normal year-end adjustments). (ii) The BHC BSCA Financial Statements have been, and are being, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein. (iii) Since December 31, 20162020, BHC and BANK have BSCA has not incurred any liabilities that are required to be reflected on a balance sheet in accordance with GAAP, except except: (iA) as Previously Disclosed, disclosed on Schedule 5.2(h)(iii) of the BSCA Disclosure Schedule; (iiB) liabilities properly accrued or reserved against in the balance sheet of BANK BSCA as of December 31, 2016, 2020; (iiiC) liabilities and obligations incurred since December 31, 2016 2020 in the ordinary course Ordinary Course of business consistent with past practice, Business; (ivD) liabilities and obligations that are not material to BHC or BANK, BSCA; and (vE) any liabilities and obligations incurred with respect to the transactions contemplated by this Agreement. (iv) Since December 31, 2016, 2020: (A) BHC and BANK have BSCA has conducted their respective businesses its business in the ordinary and usual course consistent with past practice Ordinary Course Business; and (B) 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 5.3 5.2 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to BHC and BANK, taken as a wholeBSCA. (v) No Except as set forth on Schedule 5.2(h)(v) of the BSCA Disclosure Schedule, no agreement pursuant to which any loans or other assets have been or shall be sold by BANK BSCA entitled the buyer of such loans or other assets to cause BANK BSCA to repurchase such loan or other asset or the buyer to pursue any other form of recourse against BANKBSCA. All No cash, stock or other dividends or any other distribution with respect to the capital stock of BHC that BSCA has been declared, set aside or paid since December 31, 2016 has been Previously Disclosed2018. Other than the bank holding company reorganization which was consummated in January 2017, since Since December 31, 20162020, no shares of capital stock of either BHC or BANK BSCA have been purchased, redeemed or otherwise acquired, directly or indirectly, by BHC or BANK BSCA and no agreements have been made by BHC or BANK BSCA to do any of the foregoing.

Financial Statements; Material Adverse Effect. (i) BHC BAY has previously made available to PLAZA FULB and UBB accurate and complete copies of the BHC BAY Financial Statements. The BHC BAY Financial Statements as of and for the years ended December 31, 2016, 2015 and 2014 are accompanied by the audit report of VavrinekMxxx Axxxx. LLP, Trine, Day & Co. LLP (for 2016) and Mxxx Axxxx LLP (for 2015 and 2014). The BHC BAY Financial Statements fairly present in all material respects, the financial condition of BHC and BANK BAY as of the respective dates set forth therein, and the results of operations, changes in shareholders’ equity and cash flows (if applicable) of BHC and BANK BAY for the respective periods or as of the respective dates set forth therein. (ii) The BHC BAY Financial Statements have been, and are being, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein. BAY has cash in amount sufficient to pay the aggregate Per Share Cash Consideration. (iii) Since December 31January 1, 2016, BHC and BANK have BAY has not incurred any liabilities that are required to be reflected on a balance sheet liability other than in accordance the ordinary course of business consistent with GAAPpast practice, except (i) as Previously Disclosed, (ii) liabilities properly accrued or reserved against in the consolidated balance sheet of BANK BAY as of December 31January 1, 2016, (iii) liabilities and obligations incurred since December 31January 1, 2016 in the ordinary course of business consistent with past practice, (iv) liabilities and obligations that are not material to BHC or BANKBAY, and (viv) any liabilities and obligations incurred with respect to the transactions contemplated by this Agreement. (iv) Since December 31January 1, 2016, (A) BHC and BANK have BAY has conducted their respective businesses its business in the ordinary and usual course consistent with past practice and (B) 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 5.3 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to BHC and BANK, taken as a wholeBAY. (v) No agreement pursuant to which any loans or other assets have been or shall be sold by BANK BAY entitled the buyer of such loans or other assets to cause BANK BAY to repurchase such loan or other asset or the buyer to pursue any other form of recourse against BANKBAY. All cash, stock or other dividends or any other distribution with respect to the capital stock of BHC BAY that has been declared, set aside or paid since December 31, 2016 2015 has been Previously Disclosed. Other than the bank holding company reorganization which was consummated in January 2017, since Since December 31, 20162015, no shares of capital stock of either BHC or BANK BAY have been purchased, redeemed or otherwise acquired, directly or indirectly, by BHC or BANK BAY and no agreements have been made by BHC or BANK BAY to do any of the foregoing.

Financial Statements; Material Adverse Effect. (i) BHC SVBank has previously delivered or made available to PLAZA CVCY and Central Valley Community Bank accurate and complete copies of the BHC SVBank Financial Statements. The BHC Financial Statements balance sheets of SVBank as of December 31, 2015, 2014 and 2013 and the statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the years then ended December 31, 2016, 2015 and 2014 are accompanied by the audit report of Vavrinek, Trine, Day & Co. LLP (for 2016) and Mxxx Axxxx LLP (for 2015 and 2014)Xxxxx Xxxxxxx LLP. The BHC SVBank Financial Statements present fairly or, with respect to those as of any date or for any period ending after the date of this Agreement, will present fairly, in all material respects, the financial condition position of BHC and BANK SVBank as of the respective dates set forth therein, and the results of operations, changes in shareholders’ equity its operations and cash flows (if applicable) of BHC and BANK for the respective periods or SVBank as of the respective dates or for the respective periods set forth therein. (ii) The BHC SVBank Financial Statements have beenbeen or will be, and are beingas the case may be, prepared in accordance with GAAP consistently (except for the absence of statements of cash flows and notes in the case of quarterly financial statements) applied during the periods involved, except as stated therein. The audits of SVBank have been conducted in accordance with generally accepted auditing standards of the United States. (iii) Since December 31, 2016, BHC and BANK have not incurred any liabilities that are required to be reflected on a balance sheet in accordance with GAAP, except (i) Except as Previously Disclosed, (ii) liabilities properly accrued or reserved against in the balance sheet of BANK as of December 31, 2016, (iii) liabilities and obligations incurred since December 31, 2016 in the ordinary course of business consistent with past practice, (iv) liabilities and obligations that are not material to BHC or BANK, and (v) any liabilities and obligations incurred with respect to the transactions contemplated by this Agreement. (iv) Since December 31January 1, 2016, (A) BHC and BANK have SVBank has conducted their respective businesses its business in the ordinary and usual course consistent with past practice practice, (B) SVBank has not 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 3.1 hereof, and (BC) 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 5.3 4.2 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to BHC and BANK, taken as a wholeSVBank. (viv) No agreement pursuant to which any loans or other assets have been or shall be sold by BANK SVBank entitled the buyer of such loans or other assets to cause BANK SVBank to repurchase such loan or other asset or the buyer to pursue any other form of recourse against BANKSVBank. All cash, stock or other dividends or any other distribution with respect to the capital stock of BHC SVBank that has been declared, set aside or paid since December 31, 2016 2013, has been Previously Disclosed. Other than the bank holding company reorganization which was consummated in January 2017, since Since December 31, 20162013, no shares of capital stock of either BHC or BANK SVBank have been purchased, redeemed or otherwise acquired, directly or indirectly, by BHC or BANK SVBank and no agreements have been made by BHC or BANK SVBank to do any of the foregoing.