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

Material Adverse Effect; Reports; Financial Statements; Filings. (a) Seller will promptly notify Center (i) of any event of which Seller obtains Knowledge which may have a Material Adverse Effect; (ii) in the event Seller determines that it is possible that the conditions to the performance of Center set forth in Sections 8.1 and 8.2 will not be satisfied; (iii) of any event, development or circumstance other than the transactions contemplated by this Agreement that, to Seller’s Knowledge, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Seller of the services of any Executive Officer or other employee at the Senior Vice President level or above; or (iii) of the scheduling or commencement of any examination or audit by a Governmental Entity. (b) Seller will furnish to Center, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within five (5) Business Days after it is prepared or becomes available to Seller, (i) a copy of any report submitted to the board of directors of Seller and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto provided, however, that Seller need not furnish Center any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Seller under this Agreement; (ii) monthly and quarterly unaudited balance sheets and statements of operations, and changes in shareholders’ equity for Seller; and (iii) as soon as available, all letters and written communications sent by Seller to its shareholders and all reports filed by Seller with the DBF, FDIC and any other Person; and (iv) such other reports as Center may reasonably request relating to Seller and the FDIC. (c) Each of the financial statements delivered pursuant to subsection (b) shall be prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of Seller, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP.

Material Adverse Effect; Reports; Financial Statements; Filings. (a) Seller will promptly notify Center SoCal (i) of any event of which Seller obtains Knowledge knowledge which may have a Material Adverse Effect; (ii) in the event Seller determines that it is possible that the conditions to the performance of Center SoCal set forth in Sections 8.1 and 8.2 will may not be satisfied; (iii) of any event, development or circumstance other than the transactions contemplated by this Agreement that, to the best knowledge of Seller’s Knowledge, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Seller of the services of any Executive Officer or other employee at the Senior Vice President level or aboveof Seller; or (iiiiv) of the scheduling or commencement of any examination or audit by a Governmental Entity. (b) Seller will furnish to CenterSoCal, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within five (5) Business Days after it is prepared or becomes available to Seller, (i) a copy of any report submitted to the board of directors of Seller and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto provided, however, that Seller need not furnish Center SoCal any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Seller under this Agreement; (ii) monthly and quarterly unaudited balance sheets and statements of operations, and changes in shareholders’ ' equity for Seller; and (iii) as soon as available, all letters and written communications sent by Seller to its shareholders and all reports filed by Seller with the DBFDFI, FDIC and any other Person; and (iv) such other reports as Center SoCal may reasonably request relating to Seller and the FDICSeller. (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 Seller, 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 financial statements fairly present the financial condition and results of operations of Seller for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Effect; Reports; Financial Statements; Filings. (a) Seller will promptly notify Center Company (i) of any event of which Seller obtains Knowledge knowledge which may have a Material Adverse EffectEffect on Seller; (ii) in the event Seller determines that it is possible that the conditions to the performance of Center Company set forth in Sections 8.1 and 8.2 will may not be satisfied; or (iii) of any event, development or circumstance other than the transactions contemplated by this Agreement that, to the best knowledge of Seller’s Knowledge, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Seller of the services of any Executive Officer or other employee at the Senior Vice President level or above; or (iii) of the scheduling or commencement of any examination or audit by a Governmental EntitySeller. (b) Seller will furnish to CenterCompany, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within five (5) Business Days after it is prepared or becomes available to Seller, (i) a copy of any report submitted to the board of directors of Seller and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto provided, however, that Seller need not furnish Center Company any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Seller under this Agreement; (ii) monthly and quarterly unaudited consolidated balance sheets and statements of operations, and changes in shareholders’ ' equity for Seller; and (iii) monthly unaudited consolidated balance sheets and statements of operations for Seller; (iv) as soon as available, all letters and written communications sent by Seller to its shareholders and and, subject to applicable Rules, all reports filed by Seller with the DBF, FDIC OCC and any other Person; and (ivv) such other reports as Center Company may reasonably request relating to Seller and the FDICSeller. (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 Seller, 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 Vice President, Controller to the effect that such financial statements fairly present the financial condition and results of operations of Seller for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Effect; Reports; Financial Statements; Filings. (a) Seller will promptly notify Center Company (i) of any event of which Seller obtains Knowledge knowledge which may have a Material Adverse Effect; (ii) in the event Seller determines that it is possible that the conditions to the performance of Center Company set forth in Sections 8.1 and 8.2 will may not be satisfied; or (iii) of any event, development or circumstance other than the transactions contemplated by this Agreement that, to the best knowledge of Seller’s Knowledge, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Seller of the services of any Executive Officer or other employee at the Senior Vice President level or above; or (iii) of the scheduling or commencement of any examination or audit by a Governmental EntitySeller. (b) Seller will furnish to CenterCompany, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within five (5) Business Days after it is prepared or becomes available to Seller, (i) a copy of any report submitted to the board of directors of Seller and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto provided, however, that Seller need not furnish Center Company any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Seller under this Agreement; (ii) monthly and quarterly unaudited consolidated balance sheets and statements of operations, and changes in shareholdersstockholders’ equity for Seller; and (iii) monthly unaudited consolidated balance sheets and statements of operations for Seller; (iv) as soon as available, all letters and written communications sent by Seller to its shareholders stockholders and all reports filed by Seller with the DBFDFI, FDIC and any other Person; and (ivv) such other reports as Center Company may reasonably request relating to Seller and the FDICSeller. (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 Seller, 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 financial statements fairly present the financial condition and results of operations of Seller for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.