Common use of Material Adverse Changes; Reports; Financial Statements; Filings Clause in Contracts

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Company and Bank will promptly notify Seller (i) of any event of which Company or Bank obtains knowledge which may materially and adversely affect the business, financial condition, prospects or results of operations of either Company or Bank; or (ii) in the event Company or Bank determine that it is possible that the conditions to the performance of Seller set forth in Sections 8.1 and 8.3 may not be satisfied. (b) Company and Bank will furnish to Seller, as provided in Section 11.12 of this Agreement, as soon as practicable, but in no event later than 20 days after the end of the month (i) monthly unaudited consolidated balance sheets and statements of operations for Company and Bank; (ii) as soon as available, all letters and communications sent by Company to its shareholders and all reports filed by Company or Bank with the SEC, the FRB, the OCC and any other Governmental Entity; and (iii) all regulatory applications relating to the transactions contemplated by this Agreement and all correspondence relating thereto. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of Company, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Company and Bank for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Company and Bank will promptly notify Seller (i) of any event of which Company or Bank obtains knowledge which may materially and adversely affect the business, financial condition, prospects or results of operations of either Company or Bank; or (ii) in the event Company or Bank determine that it is possible that the conditions to the performance of Seller set forth in Sections 8.1 and 8.3 may not be satisfied. (b) Company and Bank will furnish to Seller, as provided in Section 11.12 of this Agreement, as soon as practicable, but and in no any event later than 20 days within 5 Business Days after the end of the month it is prepared or becomes available to either Company or Bank, (i) quarterly unaudited consolidated balance sheets and statements of operations, and changes in stockholders' equity for Company and Bank; (ii) monthly unaudited consolidated balance sheets and statements of operations for Company and Bank; (iiiii) as soon as available, all letters and communications sent by Company to its shareholders and all reports filed by Company or Bank with the SEC, the FRB, the OCC DFI and any other Governmental EntityPerson; and (iiiiv) all regulatory applications relating to the transactions contemplated by this Agreement and all correspondence relating thereto. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of Company, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Company and Bank for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Company and Bank will promptly notify Seller (i) of any event of which Company or Bank obtains knowledge which may materially and adversely affect the business, financial condition, prospects or results of operations of either Company or Bank; or (ii) in the event Company or Bank determine that it is possible that the conditions to the performance of Seller set forth in Sections 8.1 and 8.3 may not be satisfied. (b) Company and Bank will furnish to Seller, as provided in Section 11.12 of this Agreement, as soon as practicable, but and in no any event later than 20 days within 5 Business Days after the end of the month it is prepared or becomes available to either Company or Bank, (i) quarterly unaudited consolidated balance sheets and statements of operations, and changes in stockholders’ equity for Company and Bank; (ii) monthly unaudited consolidated balance sheets and statements of operations for Company and Bank; (iiiii) as soon as available, all letters and communications sent by Company to its shareholders and all reports filed by Company or Bank with the SEC, the FRB, the OCC and any other Governmental EntityPerson; and (iiiiv) all regulatory applications relating to the transactions contemplated by this Agreement and all correspondence relating thereto. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of Company, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Company and Bank for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Company and Bank will promptly notify Seller (i) of any event of which Company or Bank obtains knowledge which may materially and adversely affect the businessbusiness (present or future), financial condition, prospects or results of operations of either Company or Bank; or (ii) in the event Company or Bank determine that it is possible that the conditions to the performance of Seller set forth in Sections 8.1 and 8.3 may not be satisfied. (b) Company and Bank will furnish to Seller, as provided in Section 11.12 of this Agreement, as soon as practicable, but and in no any event later than 20 days within 5 Business Days after the end of the month it is prepared or becomes available to Company, (i) monthly quarterly unaudited consolidated balance sheets and statements of operations operations, and changes in stockholders’ equity for Company and Bank; (ii) as soon as available, all letters and communications sent by Company to its shareholders and all reports filed by Company or Bank with the SEC, the FRB, the OCC FDIC, the Commissioner and any other Governmental EntityPerson; and (iii) all regulatory applications relating to the transactions contemplated by this Agreement and all correspondence relating thereto. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of Company, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Company and Bank for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.