Common use of Reports and Filings Clause in Contracts

Reports and Filings. Since January 1, 1996, GBB and each of its ------------------- subsidiaries have filed all reports, returns, registrations and statements (collectively, "GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, (c) the DFI, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB Filings. As of their respective dates, each of such GBB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB on a consolidated basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved.

Appears in 2 contracts

Samples: Merger Agreement (Bay Commercial Services), Merger Agreement (Greater Bay Bancorp)

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Reports and Filings. Since Except as set forth in a list (the "BAB ------------------- Filings List"), since January 1, 19961995, GBB and each of its ------------------- subsidiaries have BAB and BABANK has filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB BAB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBDFI, (c) the DFIFRB, (d) the SEC and (de) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB BAB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB BAB Filings. As of their respective dates, to the best knowledge of BAB, each of such GBB BAB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB BAB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB BAB on a consolidated basis basis, BAB alone and BABANK alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BAB has furnished GBB with true and correct copies of all BAB Filings filed by BAB since January 1, 1995.

Appears in 2 contracts

Samples: Merger Agreement (Bay Area Bancshares), Merger Agreement (Greater Bay Bancorp)

Reports and Filings. Since January 1, 1996, GBB TI and each of its ------------------- subsidiaries Guaranty have filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB TI Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRBOTS, (c) the DFI, FDIC and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a Material Adverse Effect. No material adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB TI Filings. As of their respective dates, each of such GBB TI Filings (y) to the best of GBB's knowledge, complied in all material respects with all applicable laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) with respect to the TI Filings made with the SEC did 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 light of the circumstances under which they were made, not misleading. Any financial statement statements contained in any of such GBB TI Filings that was intended to present fairly presented, as of their respective dates or for their respective periods, the consolidated financial position position, consolidated results of GBB on a operations and consolidated basis fairly presented changes in cash flows, as the financial position case may be, of GBB on a consolidated basis TI and was were prepared in accordance with generally accepted accounting principles and/or applicable regulatory accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. TI has furnished HFB with true and correct copies of all TI Filings filed by TI with the SEC, OTS, and the FDIC since January 1, 1995.

Appears in 1 contract

Samples: Merger Agreement (Hf Bancorp Inc)

Reports and Filings. Since Except as set forth in a list (the “CVB Filings List”), since January 1, 19962001, GBB CVB and each of its ------------------- subsidiaries CBB have filed all reports, returns, registrations and statements (collectively, "GBB such reports and filings referred to as “CVB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, (c) the DFI, FDIC and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB CVB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB CVB Filings. As of their respective dates, each of such GBB CVB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB CVB Filings that was intended to present the financial position of GBB CVB on a consolidated basis fairly presented the financial position of GBB CVB on a consolidated basis and was prepared in accordance with generally accepted accounting principles accepted in the United States of America or banking regulations consistently applied, except as stated therein, during the periods involvedinvolved and except (other than for those financial statements filed with the SEC), where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading.

Appears in 1 contract

Samples: Merger Agreement (CVB Financial Corp)

Reports and Filings. Since Except as set forth in a list (the "BSC ------------------- Filings List"), since January 1, 1996, GBB and each of its ------------------- subsidiaries have BSC has filed all reports, returns, registrations and statements (collectively, "GBB BSC Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBDFI, (cd) the DFI, SEC and (de) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB BSC on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB BSC Filings. As of their respective dates, each of such GBB BSC Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB BSC Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB BSC on a consolidated basis basis, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BSC has furnished or made available to GBB true and correct copies of all BSC Filings filed by BSC since January 1, 1996.

Appears in 1 contract

Samples: Merger Agreement (Greater Bay Bancorp)

Reports and Filings. Since Except as set forth on Schedule 4.6, since January 1, 19961998, GBB and each of its ------------------- subsidiaries have Bancorp, --------------------- ------------- Western and the Western Subsidiaries has filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB Bancorp Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBOCC, (c) the DFIFRB, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB Western on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB Bancorp Filings. As of their respective dates, each of such GBB Bancorp Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Bancorp Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB Bancorp on a consolidated basis, Bancorp alone, Western on a consolidated basis and Western alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved, and except where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. Bancorp has furnished CBB with true and correct copies of all Bancorp Filings since January 1, 1998.

Appears in 1 contract

Samples: Stock Purchase Agreement (CVB Financial Corp)

Reports and Filings. Since January 1, 19960000, GBB XXX and each of its ------------------- subsidiaries the GBB Subsidiaries have filed all reports, returns, registrations and statements (collectively, "GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, (c) the DFI, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB Filings. As of their respective dates, each of such GBB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB on a consolidated basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved.

Appears in 1 contract

Samples: Merger Agreement (Coast Bancorp)

Reports and Filings. Since January 1, 19961998, GBB and each of its SJNB and the ------------------- subsidiaries have SJNB Subsidiaries has filed all reports, proxy statements, returns, registrations and statements (collectively, "GBB SJNB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBOCC, (c) the DFIFRB, (d) the SEC and (de) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, proxy statements, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basisSJNB. No administrative actions have been taken or threatened or orders issued in connection with such GBB SJNB Filings. As of their respective dates, each of such GBB SJNB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB SJNB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB SJNB on a consolidated basis basis, SJNB alone or each of the SJNB Subsidiaries alone, as the case may be, and was prepared in accordance with generally accepted accounting principles GAAP or banking regulations consistently applied, except as stated therein, during the periods involved. SJNB has furnished or made available to GBB true and correct copies of all SJNB Filings filed by SJNB since January 1, 1998.

Appears in 1 contract

Samples: Merger Agreement (Greater Bay Bancorp)

Reports and Filings. Since Except as set forth in a list (the "Coast Filings List"), since January 1, 1996, GBB and each of its ------------------- subsidiaries have Coast and CCB has filed all reports, returns, registrations and statements (collectively, "GBB Coast Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBDFI, (c) the DFIFRB, (d) the SEC and (de) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB Coast on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB Coast Filings. As of their respective dates, each of such GBB Coast Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Coast Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB Coast on a consolidated basis basis, Coast alone or CCB alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. Coast has furnished or made available to GBB true and correct copies of all Coast Filings filed by Coast since January 1, 1996.

Appears in 1 contract

Samples: Merger Agreement (Coast Bancorp)

Reports and Filings. Since January 1, 19961998, GBB and each of its the ------------------- subsidiaries Banks have filed all reports, returns, registrations and statements (collectively, "GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, (c) the DFI, (d) the FDIC, (e) the OCC and (df) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basisGBB. No administrative actions have been taken or threatened or orders issued in connection with such GBB Filings. As of their respective dates, each of such GBB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB on a consolidated basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved.

Appears in 1 contract

Samples: Merger Agreement (Greater Bay Bancorp)

Reports and Filings. Since Except as set forth in a list (the “Granite Filings List”), since January 1, 19962001, GBB and each of its ------------------- subsidiaries have Granite, has filed all reports, returns, registrations and statements (collectively, "GBB such reports and filings referred to as “Granite Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBDFI, (c) the DFIFRB, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basisGranite. No administrative actions have been taken or orders issued in connection with such GBB Granite Filings. As of their respective dates, each of such GBB Granite Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Granite Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB on a consolidated basis Granite and was prepared in accordance with generally accepted accounting principles accepted in the United States of America or banking regulations consistently applied, except as stated therein, during the periods involved, and except (other than for those financial statements filed with the DFI) where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. Granite has furnished CBB with true and correct copies of all Granite Filings filed by Granite since January 1, 2001.

Appears in 1 contract

Samples: Merger Agreement (CVB Financial Corp)

Reports and Filings. Since January 1, 19961994, GBB and each of its ------------------- subsidiaries have has filed all ------------------- reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, and (c) the DFI, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB Filings. As of their respective dates, each of such GBB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB on a consolidated basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. GBB has furnished or made available to PBC true and correct copies of all GBB Filings filed by GBB since January 1, 1994.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Reports and Filings. Since January Except as Previously Disclosed, since February 1, 19961999, GBB and each of its ------------------- subsidiaries have ABD has filed all reports, returns, registrations and statements (collectively, "GBB ABD Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, (c) the DFI, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB ABD on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB ABD Filings. As of their respective dates, each of such GBB ABD Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB ABD Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB ABD on a consolidated basis basis, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. ABD has furnished or made available to GBB true and correct copies of all ABD Filings filed since February 1, 1999.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Greater Bay Bancorp)

Reports and Filings. Since January 1December 31, 19961994, GBB and each of its PRB and ------------------- subsidiaries have Golden has filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB PRB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFRB, (b) the FRBFDIC, (c) the DFI, DFI and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material Material Adverse Effect. Except as disclosed in the PRB Filings, no adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB PRB Filings. As of their respective dates, each of such GBB PRB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB PRB Filings that was intended to present the financial position position, results of GBB operations or cash flows of PRB on a consolidated basis fairly presented the financial position position, results of GBB operations or cash flows of PRB on a consolidated basis and was prepared in accordance with generally accepted accounting principles GAAP or banking regulations consistently applied, except as stated therein, during the periods involved. PRB has furnished GBB with true and correct copies of all PRB Filings filed by PRB since December 31, 1994.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Reports and Filings. Since Except as set forth on SCHEDULE 4.5 (the "Bank Filings List"), since January 1, 19961998, GBB Bank timely filed and each of its ------------------- subsidiaries have filed subsequent to the date hereof, will timely file, all reports, returns, registrations and statements (collectively, "GBB Filings")statements, together with any amendments required to be made with respect theretothereto (collectively, "Bank Filings"), that were required to be filed with (a) the SECFDIC, (b) the FRBDFI, (c) the DFIFRB, and (d) any other applicable Governmental Entity, including taxing authorities, except where as set forth on SCHEDULE 4.5. Bank has paid all fees and assessments due and payable in connection with any of the failure to file such reports, returns, registrations Bank Filings. No Bank Regulator has initiated any proceeding or statements has not had and is not reasonably expected to have a material adverse effect on investigation into the business, financial condition, results business or operations of operations or prospects of GBB on a consolidated basisBank. No administrative actions have been taken or orders issued in connection with such GBB Bank Filings. As of their respective dates, each of such GBB Bank Filings complied and with respect to filings made after the date hereof will, at the date of filing, comply (y) to the best of GBB's knowledge, complied in all material respects with all laws laws, rules and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and did not contain and with respect to filings made after the date hereof will not, at the date of filing, contain (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Bank Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB on a consolidated basis Bank and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. Bank has furnished or made available to BPFH true and correct copies of all Bank Filings filed by Bank since January 1, 1998.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Boston Private Financial Holdings Inc)

Reports and Filings. Since Except as set forth in a list (the "MDB ------------------- Filings List"), since January 1, 1996, GBB and each of its ------------------- subsidiaries have MDB and MDNB has filed all reports, returns, registrations and statements (collectively, "GBB MDB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECOCC, (b) the FRB, (c) the DFI, SEC and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB MDB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB MDB Filings. As of their respective dates, each of such GBB MDB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB MDB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB MDB on a consolidated basis basis, MDB alone and MDNB alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. MDB has furnished or made available to GBB true and correct copies of all MDB Filings filed since January 1, 1996.

Appears in 1 contract

Samples: Merger Agreement (Greater Bay Bancorp)

Reports and Filings. Since January 1, 19961998, GBB and each of its the Banks ------------------- subsidiaries have filed all xxxxx xxl reports, returns, registrations and statements (collectively, "GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, (c) the DFI, (d) the FDIC, (e) the OCC and (df) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basisGBB. No administrative actions have been taken or threatened or orders issued in connection with such GBB Filings. As of their respective dates, each of such GBB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB on a consolidated basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved.

Appears in 1 contract

Samples: Merger Agreement (SJNB Financial Corp)

Reports and Filings. Since Except as set forth in a list (the "ONB Filings List"), since January 1, 1996, GBB and each of its ------------------- subsidiaries have ONB, Orange and Mortgage Brokerage has filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB ONB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBOCC, (c) the DFIFRB, (d) the SEC and (de) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB ONB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB ONB Filings. As of their respective dates, each of such GBB ONB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB ONB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB ONB on a consolidated basis basis, ONB alone and Orange alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved, and except (other than for those financial statements filed with the SEC) where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. ONB has furnished CVB with true and correct copies of all ONB Filings filed by ONB since January 1, 1996.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

Reports and Filings. Since Except as set forth in a list (the "BCS Filings ------------------- List"), since January 1, 1996, GBB and each of its ------------------- subsidiaries have BCS and BBC has filed all reports, returns, registrations and statements (collectively, "GBB BCS Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBDFI, (c) the DFIFRB, (d) the SEC and (de) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB BCS on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB BCS Filings. As of their respective dates, each of such GBB BCS Filings (y) to the best of GBBBCS's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB BCS Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB BCS on a consolidated basis basis, BCS alone or BBC alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BCS has furnished or made available to GBB true and correct copies of all BCS Filings filed by BCS since January 1, 1996.

Appears in 1 contract

Samples: Merger Agreement (Greater Bay Bancorp)

Reports and Filings. Since Except as set forth on Schedule 4.6, since January 1, 19961998, GBB and each of its Bancorp, Western and the Bancorp ------------------- subsidiaries have ------------ Subsidiaries has filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB Bancorp Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBOCC, (c) the DFIFRB, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB Bancorp on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB Bancorp Filings. As of their respective dates, each of such GBB Bancorp Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Bancorp Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB Bancorp on a consolidated basis basis, Bancorp alone and Western alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved., and except where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. Bancorp has furnished CBB with true and correct copies of all Bancorp Filings filed by Bancorp since January 1,

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

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Reports and Filings. Since January 1Except as set forth in a list (the "DSC FILINGS LIST"), 1996since the later of December 31, GBB 1994, or the date which any DSC Subsidiary became a DSC Subsidiary, DSC and each of its ------------------- subsidiaries have DSC Subsidiary has filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB DSC Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, (c) the DFI, Commission and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of GBB DSC on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB DSC Filings. As of their respective dates, each of such GBB DSC Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB DSC Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB DSC on a consolidated basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. DSC has furnished CWSG with true and correct copies of all DSC Filings filed by DSC since 1994.

Appears in 1 contract

Samples: Merger Agreement (Dominguez Services Corp)

Reports and Filings. Since January 1, 19961998, GBB and each of its SJNB and the SJNB ------------------- subsidiaries have Subsidiaries has filed all reports, proxy statements, returns, registrations and statements (collectively, "GBB SJNB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBOCC, (c) the DFIFRB, (d) the SEC and (de) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, proxy statements, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basisSJNB. No administrative actions have been taken or threatened or orders issued in connection with such GBB SJNB Filings. As of their respective dates, each of such GBB SJNB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB SJNB Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB SJNB on a consolidated basis basis, SJNB alone or each of the SJNB Subsidiaries alone, as the case may be, and was prepared in accordance with generally accepted accounting principles GAAP or banking regulations consistently applied, except as stated therein, during the periods involved. SJNB has furnished or made available to GBB true and correct copies of all SJNB Filings filed by SJNB since January 1, 1998.

Appears in 1 contract

Samples: Merger Agreement (SJNB Financial Corp)

Reports and Filings. Since Except as set forth in a list (the "BOP Filings ------------------- List"), since January 1, 19961997, GBB and each of its ------------------- subsidiaries have BOP has filed all reports, returns, registrations and statements (collectively, "GBB BOP Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBDFI, (c) the DFI, SEC and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basisBOP. No administrative actions have been taken or orders issued in connection with such GBB BOP Filings. As of their respective dates, each of such GBB BOP Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB BOP Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB on a consolidated basis BOP, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BOP has furnished or made available to GBB true and correct copies of all BOP Filings filed by BOP since January 1, 1997.

Appears in 1 contract

Samples: Merger Agreement (Greater Bay Bancorp)

Reports and Filings. Since January 1Except as set forth on a list furnished by ------------------- Matsco to GBB (the "Matsco Filings List") and since December 31, 1996, GBB Matsco and each of its ------------------- subsidiaries the Matsco Subsidiaries have filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB Matsco Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECCommissioner, (b) the FRB, (c) the DFI, Delaware Secretary of State and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material Material Adverse Effect. Except as disclosed in the Matsco Filings List, no adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB Matsco Filings. As of their respective dates, each of such GBB Matsco Filings (ya) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (zb) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Matsco Filings that was intended to present the financial position position, results of GBB operations or cash flows of Matsco on a consolidated basis fairly presented the financial position position, results of GBB operations or cash flows of Matsco on a consolidated basis and was prepared in accordance with generally accepted accounting principles or banking regulations GAAP consistently applied, except as stated therein, during the periods involved. Matsco has furnished GBB with true and correct copies of all Matsco Filings filed by Matsco since December 31, 1996.

Appears in 1 contract

Samples: Stock Purchase Agreement (Greater Bay Bancorp)

Reports and Filings. Since January 1Except as set forth in a list (the "CWSG FILINGS LIST"), 1996since the later of December 31, GBB 1994, or the date which any CWSG Subsidiary became a CWSG Subsidiary, CWSG and each of its ------------------- subsidiaries have CWSG Subsidiary has filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB CWSG Filings"), ) together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, (c) the DFICommission, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect Material Adverse Effect on the business, financial condition, results of operations or prospects of GBB CWSG on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB CWSG Filings. As of their respective dates, each of such GBB CWSG Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB CWSG Filings that was intended to present the financial position of GBB CWSG on a consolidated basis fairly presented the financial position of GBB CWSG on a consolidated basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. CWSG has furnished or made available to DSC true and correct copies of all CWSG Filings filed by CWSG since January 1, 1994.

Appears in 1 contract

Samples: Merger Agreement (Dominguez Services Corp)

Reports and Filings. Since January 1December 31, 19961994, GBB and each of its ------------------- subsidiaries have has filed all ------------------- reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, (c) the DFIFDIC, (d) the OCC, (e) the DFI and (df) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basisMaterial Adverse Effect. No adverse administrative actions have been taken or orders issued in connection with such GBB Filings. As of their respective dates, each of such GBB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Filings that was intended to present the financial position position, results of operations or cash flows of GBB on a consolidated basis fairly presented the financial position position, results of operations or cash flows of GBB on a consolidated basis and was prepared in accordance with generally accepted accounting principles GAAP or banking regulations consistently applied, except as stated therein, during the periods involved. GBB has furnished to PRB true and correct copies of all GBB Filings filed by GBB since December 31, 1994.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Reports and Filings. Since January 1Except as set forth on a list furnished by CAPCO ------------------- to GBB (the "CAPCO Filings List") and since December 31, 19961997, GBB and each of its ------------------- subsidiaries have CAPCO has filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB CAPCO Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, (c) the DFI, Washington Secretary of State and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material Material Adverse Effect. Except as disclosed in the CAPCO Filings List, no adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB CAPCO Filings. As of their respective dates, each of such GBB CAPCO Filings (ya) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (zb) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB CAPCO Filings that was intended to present the financial position position, results of GBB on a consolidated basis operations or cash flows of CAPCO fairly presented the financial position position, results of GBB on a consolidated basis operations or cash flows of CAPCO and was prepared in accordance with generally accepted accounting principles or banking regulations GAAP consistently applied, except as stated therein, during the periods involved. CAPCO has furnished GBB with true and correct copies of all CAPCO Filings filed by CAPCO since December 31, 1997.

Appears in 1 contract

Samples: Stock Purchase Agreement (Greater Bay Bancorp)

Reports and Filings. Since Except as set forth in a list (the "PBC ------------------- Filings List"), since January 1, 19961994, GBB and each of its ------------------- subsidiaries have PBC and PREC has filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB PBC Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRB, DFI and (c) the DFI, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basisPBC. No administrative actions have been taken or orders issued in connection with such GBB PBC Filings. As of their respective dates, each of such GBB PBC Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB PBC Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB PBC on a consolidated basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. PBC has furnished GBB with true and correct copies of all PBC Filings filed by PBC since January 1, 1994.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Reports and Filings. Since Except as set forth in a list (the "CVB Filings List"), since January 1, 19962000, GBB CVB ------------------- and each of its ------------------- subsidiaries CBB have filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB CVB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, (c) the DFI, FDIC and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB CVB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB CVB Filings. As of their respective dates, each of such GBB CVB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB CVB Filings that was intended to present the financial position of GBB CVB on a consolidated basis fairly presented the financial position of GBB CVB on a consolidated basis and was prepared in accordance with generally accepted accounting principles accepted in the United States of America or banking regulations consistently applied, except as stated therein, during the periods involvedinvolved and except (other than for those financial statements filed with the SEC), where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading.

Appears in 1 contract

Samples: Merger Agreement (CVB Financial Corp)

Reports and Filings. Since January 1, 1996, GBB and each of its ------------------- subsidiaries have CVB has filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB CVB Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SEC, (b) the FRB, and (c) the DFI, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB CVB on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB CVB Filings. As of their respective dates, each of such GBB CVB Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB CVB Filings that was intended to present the financial position of GBB CVB on a consolidated basis fairly presented the financial position of GBB CVB on a consolidated basis and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involvedinvolved and except (other than for those financial statements filed with the SEC), where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

Reports and Filings. Since Except as set forth in a list (the "BCS ------------------- Filings List"), since January 1, 1996, GBB and each of its ------------------- subsidiaries have BCS and BBC has filed all reports, returns, registrations and statements (collectively, "GBB BCS Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBDFI, (c) the DFIFRB, (d) the SEC and (de) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB BCS on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB BCS Filings. As of their respective dates, each of such GBB BCS Filings (y) to the best of GBBBCS's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB BCS Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB BCS on a consolidated basis basis, BCS alone or BBC alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. BCS has furnished or made available to GBB true and correct copies of all BCS Filings filed by BCS since January 1, 1996.

Appears in 1 contract

Samples: Merger Agreement (Bay Commercial Services)

Reports and Filings. Since Except as set forth in a list (the "Kaweah Filings List"), since January 1, 19962000 ------------------- Kaweah, GBB and each of its ------------------- subsidiaries have has filed all reports, returns, registrations and statements (collectively, such reports and filings referred to as "GBB Kaweah Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBOCC, (c) the DFIFRB, and (d) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB on a consolidated basisKaweah. No administrative actions have been taken or orders issued in connection with such GBB Kaweah Filings. As of their respective dates, each of such GBB Kaweah Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Kaweah Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB on a consolidated basis Kaweah and was prepared in accordance with generally accepted accounting principles accepted in the United States of America or banking regulations consistently applied, except as stated therein, during the periods involved, and except (other than for those financial statements filed with the OCC) where any misstatement or omission would not make the statements therein, in light of the circumstances under which they were made, misleading. Kaweah has furnished CBB with true and correct copies of all Kaweah Filings filed by Kaweah since January 1, 2000.

Appears in 1 contract

Samples: Merger Agreement (CVB Financial Corp)

Reports and Filings. Since Except as set forth in a list (the "Coast ------------------- Filings List"), since January 1, 1996, GBB and each of its ------------------- subsidiaries have Coast and CCB has filed all reports, returns, registrations and statements (collectively, "GBB Coast Filings"), together with any amendments required to be made with respect thereto, that were required to be filed with (a) the SECFDIC, (b) the FRBDFI, (c) the DFIFRB, (d) the SEC and (de) any other applicable Governmental Entity, including taxing authorities, except where the failure to file such reports, returns, registrations or statements has not had and is not reasonably expected to have a material adverse effect on the business, financial condition, results of operations or prospects of GBB Coast on a consolidated basis. No administrative actions have been taken or orders issued in connection with such GBB Coast Filings. As of their respective dates, each of such GBB Coast Filings (y) to the best of GBB's knowledge, complied in all material respects with all laws and regulations enforced or promulgated by the Governmental Entity with which it was filed (or was amended so as to be in such compliance promptly following discovery of any such noncompliance); and (z) did 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 light of the circumstances under which they were made, not misleading. Any financial statement contained in any of such GBB Coast Filings that was intended to present the financial position of GBB on a consolidated basis fairly presented the financial position of GBB Coast on a consolidated basis basis, Coast alone or CCB alone, as the case may be, and was prepared in accordance with generally accepted accounting principles or banking regulations consistently applied, except as stated therein, during the periods involved. Coast has furnished or made available to GBB true and correct copies of all Coast Filings filed by Coast since January 1, 1996.

Appears in 1 contract

Samples: Merger Agreement (Greater Bay Bancorp)

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