SEC Documents; Other Reports; Internal Controls. (a) NBC has filed all required reports, schedules, registration statements and other documents with the SEC since December 31, 2000 (the “NBC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the NBC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NBC Reports, and none of the NBC Reports when filed contained any untrue statement of a material fact or omitted 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. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NBC Reports. None of NBC’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
(b) NBC and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of NBC and its Subsidiaries or as set forth in Section 5.5(b) of the NBC Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of NBC, threatened an investigation into the business or operations of NBC or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 5.5(b) of the NBC Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, NBC or any of its Subsidiaries.
(c) The records, systems, controls, data and information of NBC and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of NBC or its Subsidiaries or accountants (including all me...
SEC Documents; Other Reports; Internal Controls. 29 Section 4.07 Financial Statements; Undisclosed Liabilities 31 Section 4.08 Regulatory Approvals; No Defaults 31 Section 4.09 Agreements with Regulatory Agencies 32 Section 4.10 Absence of Certain Changes or Events 32 Section 4.11 Compliance with Laws 33 Section 4.12 Proxy Statement-Prospectus Information; Registration Statement 33 Section 4.13 Legal Proceedings 33 Section 4.14 Brokers 34 Section 4.15 Employee Benefit Plans 34 Section 4.16 Labor Matters 34 Section 4.17 Tax Matters 34 Section 4.18 Loans: Nonperforming and Classified Assets 36 Section 4.19 CRA and Anti-Money Laundering 36 Section 4.20 Regulatory Capitalization 36 Section 4.21 Environmental Matters 36 Section 4.22 Administration of Trust and Fiduciary Accounts 37 Section 4.23 Disclosure 37 ARTICLE V COVENANTS 37 Section 5.01 Covenants of Company 37 Section 5.02 Covenants of Buyer 42 Section 5.03 Commercially Reasonable Effort 43
SEC Documents; Other Reports; Internal Controls. Buyer has filed all required reports, forms, schedules, registration statements and other documents with the SEC since December 31, 2010 (the “Buyer Reports”) and has paid all fees and assessments due and payable in connection therewith. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Buyer Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer Reports, and none of the Buyer Reports when filed with the SEC, and if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted 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. There are no outstanding comments from or unresolved issues raised by the SEC, as applicable, with respect to any of the Buyer Reports. None of Buyer’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
