Common use of Regulatory Reports Clause in Contracts

Regulatory Reports. (a) Seller has previously delivered or made available to Acquiror an accurate and complete copy of each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or mailed by Seller to its stockholders as a class since January 1, 2003, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, and, to the extent not prohibited by law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as required.

Regulatory Reports. (a) Seller Each of BancPlus and its Subsidiaries has previously delivered timely filed or made available to Acquiror an accurate and complete copy of each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to the Securities Act of 1933furnished, as amended (the “1933 Act”)applicable, in correct form all reports, forms, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file or the Securities Exchange Act of 1934furnish, as amended (the “1934 Act”)applicable, or mailed by Seller to its stockholders as a class since January 1, 20032019 with (i) the FRB, (ii) the FDIC, (iii) any state or foreign regulatory authority, and (iv) any SRO (individually, a “Regulatory Agency” and collectively, the “Regulatory Agencies”), and all other reports and statements required to be filed or furnished by them since January 1, 2019, including, without limitation, any report or statement required to be filed or furnished pursuant to the laws, rules or regulations of the United States, any state, any foreign entity or any Regulatory Agency, and have paid in full all fees and assessments due and payable in connection therewith, except where the failure to file or furnish such report, form, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BancPlus and except with respect to Taxes. As of their filing date, each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and filing did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that information as . Except for normal examinations conducted by a Regulatory Agency in the ordinary course of a later date filed publicly shall be deemed the business of BancPlus and its Subsidiaries, no Regulatory Agency has initiated any proceeding or examination, or, to modify information as the knowledge of an earlier date. To BancPlus, investigation into the Knowledge business or operations of SellerBancPlus or any of its Subsidiaries since January 1, there is no fact 2019, except where such proceedings or circumstance thatinvestigations would not, either individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected to have a Material Adverse Effect on BancPlus, or threatened in writing to initiate any of the foregoing. There (x) is no material unresolved violation, criticism, or exception by any Regulatory Agency with respect to any written report or statement relating to any examinations or inspections of BancPlus or any of its Subsidiaries and (y) are no material formal or informal inquires by (other than in the future ordinary course of routine regulatory examinations and {JX489484.11} PD.35183901.7 visitations), or material disagreements or disputes with, any Regulatory Agency with respect to so affect, the business, financial conditionoperations, properties policies or results procedures of operations of Seller and the Seller Subsidiary, taken individually BancPlus or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, and, to the extent not prohibited by law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requiredits Subsidiaries.

Regulatory Reports. (a) Seller has previously delivered or made available Since January 1, 2018, Company and its Subsidiaries have duly filed with the FRB, the FDIC, the OCC and any other applicable Governmental Authority, in correct form, the reports and other documents required to Acquiror an be filed under applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports were, in all material respects, complete and accurate and complete copy in compliance with the requirements of each final registration statementapplicable Laws and regulations. No report, prospectusincluding any report filed with the OCC, annualthe FDIC, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials)the Federal Reserve Board, report or statement filed pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), Commission or mailed by Seller to its stockholders as a class since January 1, 2003any other federal or state regulatory agency, and each such final registration no report, proxy statement, prospectus, annual, quarterly or current report and definitive proxy registration statement or other communicationoffering materials made or given to shareholders of Company or the Bank, report or statementin each case, since December 31, 2017, as of its datethe respective dates thereof, complied in all material respects with all applicable statutes, rules and regulations and did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that information . The call reports of the Bank and accompanying schedules as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFIOCC, for each calendar quarter beginning with the FDIC quarter ended December 31, 2017, through the Closing Date have been and the FRB will be prepared in correct form the monthlyaccordance with applicable regulatory requirements, quarterly including applicable regulatory accounting principles and annual reports required to be filed under applicable laws and regulations, and, to the extent not prohibited practices through periods covered by law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all Other than normal examinations of Seller and the Subsidiaries conducted by a Governmental Authority in the applicable bank regulatory authorities Ordinary Course of Business of Company and its Subsidiaries, no Governmental Authority has notified Company or any of its Subsidiaries that it has initiated or has pending any proceeding or, to Company’s Knowledge, threatened an investigation into the business or operations of Company or any of its Subsidiaries since January 1, 2002 and the dates 2018 that would reasonably be expected to result in a Material Adverse Effect on Company. There is no material unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of any responses submitted thereto. In connection with the most recent examinations of Seller Company or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of its Subsidiaries. There have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to the business, operations, policies or procedures of Company or any of its Subsidiaries was required since January 1, 2018. Notwithstanding the foregoing, nothing in this Section 3.09 shall require Company or Bank to correct provide Buyer with any confidential regulatory supervisory information of Company or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requiredBank.

Regulatory Reports. (a) Since January 1, 2009 Seller has previously delivered filed or made available to Acquiror an accurate and complete copy of each furnished on a timely basis with the Commission all final registration statementstatements, prospectusprospectuses, annual, quarterly or current report reports and definitive proxy statement statements or other communication communications (other than general advertising materials), report forms, reports, schedules, statements or statement other documents required to be filed or furnished by it pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or mailed the rules and regulations promulgated by the Commission (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Seller SEC Documents”). Seller has previously delivered or made available to its stockholders Acquiror an accurate and complete copy of each such Seller SEC Document. As of their respective filing dates (and, in the case of registration statements and proxy statements, as of the dates of their effectiveness and the dates of mailing, respectively), except to the extent that any Seller SEC Document has been amended by a class since January 1subsequently filed Seller SEC Document prior to the date hereof, 2003in which case, and as of the date of such amendment, each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report form, report, schedule, statement or statementother document, as of its date, complied in all material respects with all applicable statutesLaws (including, rules without limitation, the 1933 Act, the 1934 Act and regulations the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended) and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided provided, that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations or prospects of Seller and the Seller SubsidiarySub, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current report reports and definitive proxy statement or other communicationcommunications, report forms, reports, schedules, statements or statementother documents. None of Seller’s Subsidiaries is required to file periodic reports with the Commission. (b) Except as set forth in Seller Disclosure Schedule 3.9(b), since January 1, 2009, Seller and the Seller Subsidiary Sub have duly filed with the TDFI, the FDIC and the FRB in correct form the all monthly, quarterly and annual reports reports, forms, correspondence, registrations and statements, together with any amendments required to be filed under applicable laws made with respect thereto, that they were required to file with the MCB, the FDIC, the FRB and regulationsany other federal or state Governmental Entity having jurisdiction over Seller and/or Seller Sub, and, to and have paid all fees and assessments due and payable in connection therewith. To the extent not prohibited by lawLaw, Seller has delivered or made available to Acquiror accurate and complete copies of such reports, forms, correspondence, registrations and statements. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries Seller Sub conducted by the applicable bank regulatory authorities since January 1, 2002 2007 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or any of the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary Sub believes has not been now corrected or changed as required.

Regulatory Reports. (a) Seller has previously delivered or made available to Acquiror an accurate and complete copy of each final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or mailed by Seller to its stockholders as a class since January 1, 20032002, and each such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFIASBD, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, and, to the extent not prohibited by law, Seller has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and the Subsidiaries conducted by the applicable bank regulatory authorities since January 1, 2002 2000 and the dates of any responses submitted thereto. In Except as set forth in Seller Disclosure Schedule 3.9(b), in connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as required.

Regulatory Reports. (a) Seller The Bank has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2001 with (i) the FDIC, (ii) any state banking commission or any other state regulatory authority (each, a “State Regulator”) and (iii) any other SRO (collectively, the “Regulatory Agencies”), and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the Company and, except as disclosed on Schedule 4.5(a), no Regulatory Agency has initiated any proceeding or, to the knowledge of the Company, any investigation into the business or operations of the Company since December 31, 2001. There is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company. (b) The Company has previously delivered or made available to Acquiror an accurate Buyer a true and correct and complete copy of each (a) final registration statement, prospectus, annualreport, quarterly or current report schedule and definitive proxy statement or other communication (other than general advertising materials)filed since December 31, report or statement filed 2001 by the Company with the SEC pursuant to the Securities Act of 1933or the Exchange Act (collectively, as amended (the “1933 ActCompany Reports”), or the Securities Exchange Act of 1934, as amended ) and (the “1934 Act”), or b) communication mailed by Seller the Company to its stockholders as a class since January 1December 31, 20032000, and each no such final registration statement, prospectus, annualreport, quarterly or current report and definitive schedule, proxy statement (when filed and at their respective effective times, if applicable) or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and did not contain communication (when mailed) contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided , except that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially The Company has timely filed all Company Reports and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports documents required to be filed by it under applicable laws the Securities Act and regulationsthe Exchange Act, and, as of their respective dates, all Company Reports complied with the published rules and regulations of the SEC with respect thereto. No executive officer of the Company has failed in any respect to make the extent not prohibited by law, Seller certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and no enforcement action has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and been initiated against the Subsidiaries conducted Company by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller SEC or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor FDIC relating to disclosures contained in any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requiredCompany Reports.

Regulatory Reports. 1. The Company, its Subsidiaries, Target Company and Target Subsidiaries have filed in a timely manner, and will continue to so file, all reports, registrations, notices and statements, together with any amendments required to be made with respect thereto, that were required to be filed with (a) Seller has previously delivered or made available to Acquiror an accurate and complete copy the State of each final registration statementCalifornia, prospectus(b) the FDIC, annual(c) the OCC, quarterly or current report and definitive proxy statement or other communication (other than general advertising materials), report or statement filed pursuant to d) the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or mailed by Seller to its stockholders as a class since January 1, 2003FRB, and each (e) all other regulatory entities with jurisdiction over the their activities. All such final registration statementreports, prospectusregistrations and statements are collectively referred to as the "Company Regulatory Reports." As of their respective dates, annual, quarterly or current report and definitive proxy statement or other communication, report or statement, as of its date, the Company Regulatory Reports complied in all material respects with all applicable statutes, rules and regulations and did not contain enforced or promulgated by the applicable regulatory authorities with which they were filed. No Company Regulatory Report contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement. (b) Seller 2. The Company, its Subsidiaries, Target Company and Target Subsidiaries has furnished to the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, andPurchasers or made available for inspection, to the extent not prohibited by lawrequested, Seller has delivered or made available to Acquiror accurate true and complete correct copies of such reports. Seller Disclosure Schedule 3.9 lists (A) all examinations examination reports by the State of Seller California, the FDIC, the OCC, and the FRB received during their 1991 through 1996 fiscal years and through the Funding Date, (B) any material correspondence between the Company, its Subsidiaries, Target Company and Target Subsidiaries conducted by and such agencies relating thereto during such periods, and (C) any agreements or arrangements between the applicable bank regulatory authorities Company, its Subsidiaries, Target Company and Target Subsidiaries and such agencies entered into as a result of matters raised in examination or reports or correspondence (or summaries of all oral agreements, arrangements or understandings with such agencies) at any time since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as required1993.

Regulatory Reports. (a) Seller The Bank has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2001 with (i) the FDIC, (ii) any state banking commission or any other state regulatory authority (each, a “State Regulator”) and (iii) any other SRO (collectively, the “Regulatory Agencies”), and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the Company and, except as disclosed on Schedule 4.5(a), no Regulatory Agency has initiated any proceeding or, to the knowledge of the Company, any investigation into the business or operations of the Company since December 31, 2001. There is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company. (b) The Company has previously delivered or made available to Acquiror an accurate Buyer a true and correct and complete copy of each (a) final registration statement, prospectus, annualreport, quarterly or current report schedule and definitive proxy statement or other communication (other than general advertising materials)filed since December 31, report or statement filed 2001 by the Company with the SEC pursuant to the Securities Act of 1933or the Exchange Act (collectively, as amended (the “1933 ActCompany Reports”), or the Securities Exchange Act of 1934, as amended ) and (the “1934 Act”), or b) communication mailed by Seller the Company to its stockholders as a class since January 1December 31, 20032000, and each no such final registration statement, prospectus, annualreport, quarterly or current report and definitive schedule, proxy statement (when filed and at their respective effective times, if applicable) or other communication, report or statement, as of its date, complied in all material respects with all applicable statutes, rules and regulations and did not contain communication (when mailed) contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided , except that information as of a later date filed publicly shall be deemed to modify information as of an earlier date. To the Knowledge of Seller, there is no fact or circumstance that, individually or in the aggregate, materially The Company has timely filed all Company Reports and adversely has affected, is so affecting or could reasonably be expected in the future to so affect, the business, financial condition, properties or results of operations of Seller and the Seller Subsidiary, taken individually or as a whole, that is required to be disclosed under the 1933 Act or the 1934 Act but has not been disclosed in such final registration statement, prospectus, annual, quarterly or current report and definitive proxy statement or other communication, report or statement. (b) Seller and the Seller Subsidiary have duly filed with the TDFI, the FDIC and the FRB in correct form the monthly, quarterly and annual reports documents required to be filed by it under applicable laws the Securities Act and regulationsthe Exchange Act, and, as of their respective dates, all Company Reports complied with the published rules and regulations of the SEC with respect thereto. No executive officer of the Company has failed in any respect to make the extent not prohibited by law, Seller certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and no enforcement action has delivered or made available to Acquiror accurate and complete copies of such reports. Seller Disclosure Schedule 3.9 lists all examinations of Seller and been initiated against the Subsidiaries conducted Company by the applicable bank regulatory authorities since January 1, 2002 and the dates of any responses submitted thereto. In connection with the most recent examinations of Seller SEC or the Subsidiaries by the applicable bank regulatory authorities, neither Seller nor FDIC relating to disclosures contained in any of the Subsidiaries was required to correct or change any action, procedure or proceeding which Seller or the Seller Subsidiary believes has not been now corrected or changed as requiredCompany Reports.