Common use of SEC Documents; Regulatory Reports; Undisclosed Liabilities Clause in Contracts

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) It and its subsidiaries have timely filed all required reports, schedules, registration statements and other documents with the SEC since January 1, 2008 (the “SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents, and none of its or its subsidiaries’ SEC Documents 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. The financial statements of it and its subsidiaries included in its SEC Documents complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it and its consolidated subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its SEC Documents.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) It and its subsidiaries have timely filed all required reports, schedules, registration statements and other documents with or furnished the SEC since January 1, 2008 (the “SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents, and none of its or its subsidiaries’ SEC Documents when filed or furnished 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. The financial statements of it and its subsidiaries included in its SEC Documents complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it and its consolidated subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its SEC Documents.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) It and its subsidiaries have timely filed or furnished all required reports, schedules, registration statements and other documents with or to the SEC since January 1, 2008 (the “SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents, and none of its or its subsidiaries’ SEC Documents when filed or furnished 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. The financial statements of it and its subsidiaries included in its SEC Documents complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it and its consolidated subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its SEC Documents.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It Jefferson-Pilot and its subsidiaries Subsidiaries, including the Jefferson-Pilot Insurers and their respective registered separate accounts, have timely filed all required reports, schedules, registration statements and other documents with the SEC since January 1December 31, 2008 2002 (the “Jefferson-Pilot SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Jefferson-Pilot SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Jefferson-Pilot SEC Documents, and none of its or its subsidiaries’ the Jefferson-Pilot SEC Documents 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. The financial statements of it Jefferson-Pilot and its subsidiaries Subsidiaries, including the Jefferson-Pilot Insurers and their respective registered separate accounts, included in its the Jefferson-Pilot SEC Documents complied, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it Jefferson-Pilot and its consolidated subsidiaries Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its SEC Documents.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It and its subsidiaries have WIBC has timely filed all required reports, schedules, registration statements and other documents required under Applicable Legal Requirements to be filed by it with the SEC since January 1December 31, 2008 2012 (the “WIBC SEC Documents”). WIBC has delivered or made available to BBCN true, correct and complete copies of all WIBC SEC Documents, all comment letters received by WIBC from the SEC since December 31, 2012, all responses to such comment letters by or on behalf of WIBC and all other correspondence since December 31, 2012 between the SEC and WIBC, in each case to the extent not available to the public in completely unredacted form on the SEC’s XXXXX website (“XXXXX”). No Subsidiary of WIBC is, or since December 31, 2012 has been, required to file any form, report, registration statement or other document with the SEC. As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the WIBC SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange SOX Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such WIBC SEC Documents, and none of its or its subsidiaries’ the WIBC SEC Documents 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. The financial statements (including, in each case, any notes thereto) of it and its subsidiaries WIBC included in its the WIBC SEC Documents complied, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it WIBC and its consolidated subsidiaries Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. As , subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the date hereofSEC (but only if, there are no outstanding written comments in the case of interim financial statements included in WIBC SEC Documents since WIBC’s most recent Annual Report on Form 10-K, such notes would not differ materially from the SEC with respect notes to its SEC Documentsthe financial statements included in such Annual Report) and (ii) normal, recurring year-end adjustments (but only if the effect of such adjustments would not, individually or in the aggregate, be material). No financial statements of any Person other than the Subsidiaries of WIBC are, or, since December 31, 2012 have been, required by generally accepted accounting principles to be included in the consolidated financial statements of WIBC.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) It Company and its subsidiaries have timely filed all required reports, schedules, registration statements and other documents with the SEC since January 1March 22, 2008 2007 (the “Company SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of its or its subsidiaries’ the Company SEC Documents 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. The financial statements of it Company and its subsidiaries included in its the Company SEC Documents complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it Company and its consolidated subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its the Company SEC Documents. Except for (A) those liabilities that are reflected or reserved for in the consolidated financial statements of Company included in its Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC prior to the date of this Agreement, (B) liabilities incurred since December 31, 2007 in the ordinary course of business and (C) liabilities which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company, Company and its subsidiaries do not have, and since December 31, 2007, Company and its subsidiaries have not incurred, any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in Company’s financial statements in accordance with GAAP).

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) It and its subsidiaries have Parent has timely filed all required reports, schedules, registration statements and other documents with the SEC since January 1December 31, 2008 2005 (the “Parent SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of its or its subsidiaries’ the Parent SEC Documents 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. The financial statements of it Parent and its subsidiaries included in its the Parent SEC Documents complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it Parent and its consolidated subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its the Parent SEC Documents. Except for (A) those liabilities that are reflected or reserved for in the consolidated financial statements of Parent included in its Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC prior to the date of this Agreement, (B) liabilities incurred since December 31, 2007 in the ordinary course of business and (C) liabilities which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, Parent does not have, and since December 31, 2007, Parent has not incurred, any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in Parent’s financial statements in accordance with GAAP).

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It and its subsidiaries have timely Center Financial has filed all required reports, schedules, registration statements and other documents required under Applicable Legal Requirements to be filed by it with the SEC since January 1December 31, 2008 2007 (the “Center Financial SEC Documents”). Center Financial has delivered or made available to Nara true, correct and complete copies of all Center Financial SEC Documents, all comment letters received by Center Financial from the SEC since December 31, 2007, all responses to such comment letters by or on behalf of Center Financial and all other correspondence since December 31, 2007 between the SEC and Center Financial, in each case to the extent not available to the public in completely unredacted form on the SEC’s XXXXX website (“XXXXX”). No Subsidiary of Center Financial is, or since December 31, 2007 has been, required to file any form, report, registration statement or other document with the SEC. As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Center Financial SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange SOX Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Center Financial SEC Documents, and none of its or its subsidiaries’ the Center Financial SEC Documents 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. The financial statements (including, in each case, any notes thereto) of it and its subsidiaries Center Financial included in its the Center Financial SEC Documents complied, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it Center Financial and its consolidated subsidiaries Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. As , subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the date hereofSEC (but only if, there are no outstanding written comments in the case of interim financial statements included in Center Financial SEC Documents since Center Financial’s most recent Annual Report on Form 10-K, such notes would not differ materially from the SEC with respect notes to its SEC Documentsthe financial statements included in such Annual Report) and (ii) normal, recurring year-end adjustments (but only if the effect of such adjustments would not, individually or in the aggregate, be material). No financial statements of any Person other than the Subsidiaries of Center Financial are, or, since December 31, 2007 have been, required by generally accepted accounting principles to be included in the consolidated financial statements of Center Financial.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It and its subsidiaries have BBCN has timely filed all required reports, schedules, registration statements and other documents required under Applicable Legal Requirements to be filed by it with the SEC since January 1December 31, 2008 2012 (the “BBCN SEC Documents”). BBCN has delivered or made available to WIBC true, correct and complete copies of all BBCN SEC Documents, all comment letters received by BBCN from the SEC since December 31, 2012, all responses to such comment letters by or on behalf of BBCN and all other correspondence since December 31, 2012 between the SEC and BBCN, in each case to the extent not available to the public in completely unredacted form on XXXXX. No Subsidiary of BBCN is, or since December 31, 2012 has been, required to file any form, report, registration statement or other document with the SEC. As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the BBCN SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange SOX Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such BBCN SEC Documents, and none of its or its subsidiaries’ the BBCN SEC Documents 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. The financial statements (including, in each case, any notes thereto) of it and its subsidiaries BBCN included in its the BBCN SEC Documents complied, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it BBCN and its consolidated subsidiaries Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. As , subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the date hereofSEC (but only if, there are no outstanding written comments in the case of interim financial statements included in BBCN SEC Documents since BBCN’s most recent Annual Report on Form 10-K, such notes would not differ materially from the SEC with respect notes to its SEC Documentsthe financial statements included in such Annual Report) and (ii) normal, recurring year-end adjustments (but only if the effect of such adjustments would not, individually or in the aggregate, be material). No financial statements of any Person other than the Subsidiaries of BBCN are, or, since December 31, 2012 have been, required by generally accepted accounting principles to be included in the consolidated financial statements of BBCN.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It and its subsidiaries have timely Nara has filed all required reports, schedules, registration statements and other documents required under Applicable Legal Requirements to be filed by it with the SEC since January 1December 31, 2008 2007 (the “Nara SEC Documents”). Nara has delivered or made available to Center Financial true, correct and complete copies of all Nara SEC Documents, all comment letters received by Nara from the SEC since December 31, 2007, all responses to such comment letters by or on behalf of Nara and all other correspondence since December 31, 2007 between the SEC and Nara, in each case to the extent not available to the public in completely unredacted form on XXXXX. No Subsidiary of Nara is, or since December 31, 2007 has been, required to file any form, report, registration statement or other document with the SEC. As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Nara SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange SOX Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Nara SEC Documents, and none of its or its subsidiaries’ the Nara SEC Documents 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. The financial statements (including, in each case, any notes thereto) of it and its subsidiaries Nara included in its the Nara SEC Documents complied, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it Nara and its consolidated subsidiaries Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. As , subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the date hereofSEC (but only if, there are no outstanding written comments in the case of interim financial statements included in Nara SEC Documents since Nara’s most recent Annual Report on Form 10-K, such notes would not differ materially from the SEC with respect notes to its SEC Documentsthe financial statements included in such Annual Report) and (ii) normal, recurring year-end adjustments (but only if the effect of such adjustments would not, individually or in the aggregate, be material). No financial statements of any Person other than the Subsidiaries of Nara are, or, since December 31, 2007 have been, required by generally accepted accounting principles to be included in the consolidated financial statements of Nara.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) It and its subsidiaries have Summit has timely filed all required reports, schedules, registration statements and other documents required under Applicable Legal Requirements to be filed by it with the SEC since January 1December 31, 2008 2019 (the “Summit SEC Documents”). Summit has delivered or made available to PSB true, correct and complete copies of all Summit SEC Documents, all comment letters received by Summit from the SEC since December 31, 2019, all responses to such comment letters by or on behalf of Summit and all other correspondence since December 31, 2019 between the SEC and Summit, in each case to the extent not available to the public in completely unredacted form on XXXXX. No Subsidiary of Summit is, or since December 31, 2019 has been, required to file any form, report, registration statement or other document with the SEC. As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Summit SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange SOX Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Summit SEC Documents, and none of its or its subsidiaries’ the Summit SEC Documents 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. The financial statements (including, in each case, any notes thereto) of it and its subsidiaries Summit included in its the Summit SEC Documents complied, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it Summit and its consolidated subsidiaries Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. As , subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the date hereofSEC (but only if, there are no outstanding written comments in the case of interim financial statements included in Summit SEC Documents since Summit’s most recent Annual Report on Form 10‑K, such notes would not differ materially from the SEC with respect notes to its SEC Documentsthe financial statements included in such Annual Report) and (ii) normal, recurring year-end adjustments (but only if the effect of such adjustments would not, individually or in the aggregate, be material). No financial statements of any Person other than the Subsidiaries of Summit are, or, since December 31, 2016 have been, required by GAAP to be included in the consolidated financial statements of Summit.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It Company and its subsidiaries have timely filed all required reports, schedules, registration statements and other documents with the SEC since January 1March 22, 2008 2007 (the “Company SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of its or its subsidiaries’ the Company SEC Documents 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. The financial statements of it Company and its subsidiaries included in its the Company SEC Documents complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it Company and its consolidated subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its the Company SEC Documents.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It and its subsidiaries have Parent has timely filed all required reports, schedules, registration statements and other documents with the SEC since January 1December 31, 2008 2005 (the “Parent SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of its or its subsidiaries’ the Parent SEC Documents 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. The financial statements of it Parent and its subsidiaries included in its the Parent SEC Documents complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it Parent and its consolidated subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its the Parent SEC Documents.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It Lincoln and its subsidiaries Subsidiaries, including the Lincoln Insurers and their respective registered separate accounts, have timely filed all required reports, schedules, registration statements and other documents with the SEC since January 1December 31, 2008 2002 (the “Lincoln SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Lincoln SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Lincoln SEC Documents, and none of its or its subsidiaries’ the Lincoln SEC Documents 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. The financial statements of it Lincoln and its subsidiaries Subsidiaries, including the Lincoln Insurers and their respective registered separate accounts, included in its the Lincoln SEC Documents complied, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it Lincoln and its consolidated subsidiaries Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its SEC Documents.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) It and its subsidiaries have timely filed or furnished all required reports, schedules, registration statements and other documents with or to the SEC since January 1, 2008 (the “"SEC Documents”"). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents, and none of its or its subsidiaries’ ' SEC Documents when filed or furnished 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. The financial statements of it and its subsidiaries included in its SEC Documents complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it and its consolidated subsidiaries and the consolidated results of operations, changes in shareholders’ ' equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its SEC Documents.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) It and its subsidiaries have Summit has timely filed all required reports, schedules, registration statements and other documents required under Applicable Legal Requirements to be filed by it with the SEC since January 1December 31, 2008 2015 (the “Summit SEC Documents”). Summit has delivered or made available to Cornerstone true, correct and complete copies of all Summit SEC Documents, all comment letters received by Summit from the SEC since December 31, 2015, all responses to such comment letters by or on behalf of Summit and all other correspondence since December 31, 2015 between the SEC and Summit, in each case to the extent not available to the public in completely unredacted form on XXXXX. No Subsidiary of Summit is, or since December 31, 2015 has been, required to file any form, report, registration statement or other document with the SEC. As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Summit SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange SOX Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Summit SEC Documents, and none of its or its subsidiaries’ the Summit SEC Documents 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. The financial statements (including, in each case, any notes thereto) of it and its subsidiaries Summit included in its the Summit SEC Documents complied, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it Summit and its consolidated subsidiaries Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. As , subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the date hereofSEC (but only if, there are no outstanding written comments in the case of interim financial statements included in Summit SEC Documents since Summit’s most recent Annual Report on Form 10‑K, such notes would not differ materially from the SEC with respect notes to its SEC Documentsthe financial statements included in such Annual Report) and (ii) normal, recurring year-end adjustments (but only if the effect of such adjustments would not, individually or in the aggregate, be material). No financial statements of any Person other than the Subsidiaries of Summit are, or, since December 31, 2013 have been, required by GAAP to be included in the consolidated financial statements of Summit.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) It and its subsidiaries have Buyer has timely filed all required reports, schedules, registration statements and other documents required under applicable legal requirements (as defined below) to be filed by it with the SEC Securities Exchange Commission (“SEC”) since January 1December 31, 2008 2017 (the “Buyer SEC Documents”). Buyer has delivered or made available to the Company true, correct and complete copies of all Buyer SEC Documents, all comment letters received by Buyer from the SEC since December 31, 2017, all responses to such comment letters by or on behalf of Buyer and all other correspondence since December 31, 2017 between the SEC and Buyer, in each case to the extent not available to the public in completely unredacted form on the electronic data gathering, analysis, and retrieval system. No subsidiary of Buyer is, or since December 31, 2017 has been, required to file any form, report, registration statement or other document with the SEC. As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Documents, and none of its or its subsidiaries’ the Buyer SEC Documents 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. The financial statements (including, in each case, any notes thereto) of it and its subsidiaries Buyer included in its the Buyer SEC Documents complied, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it Buyer and its consolidated subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. As , subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the date hereofSEC (but only if, there are no outstanding written comments in the case of interim financial statements included in Buyer SEC Documents since Buyer’s most recent Annual Report on Form 10-K, such notes would not differ materially from the SEC with respect notes to its SEC Documentsthe financial statements included in such Annual Report) and (ii) normal, recurring year-end adjustments (but only if the effect of such adjustments would not, individually or in the aggregate, be material). No financial statements of any Person other than the subsidiaries of Buyer are, or, since December 31, 2017 have been, required by GAAP to be included in the consolidated financial statements of Buyer.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It AmerUs and its subsidiaries Subsidiaries, including the AmerUs Insurers and their respective separate accounts, have timely filed or furnished all required reports, schedules, registration statements and other documents and exhibits thereto with or to the SEC since January 1December 31, 2008 2003 and through the Business Day prior to the date of this Agreement (the “AmerUs SEC Documents”). As of their respective dates of filing with or publicly furnishing to the SEC (or, if amended or superseded supplemented by a filing prior to the date hereof, as of the date of such latest filing), the AmerUs SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such AmerUs SEC Documents, and none of its or its subsidiaries’ the AmerUs SEC Documents when filed with or publicly furnished to the SEC (or, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing) 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. The financial statements of it AmerUs and its subsidiaries Subsidiaries, including the AmerUs Insurers and their respective registered separate accounts, included in its the AmerUs SEC Documents complied, as of their respective dates of filing with the SEC (or, if amended or superseded supplemented by a filing prior to the date hereof, as of the date of such latest filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it AmerUs and its consolidated subsidiaries Subsidiaries (in the case of AmerUs SEC Documents filed by AmerUs) or the entities purported to be presented therein (in the case of AmerUs SEC Documents filed by Subsidiaries or separate accounts) and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies or entities as of the dates and for the periods shown. As shown (subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments that, individually or in the date hereofaggregate, there are no outstanding written comments from the SEC with respect would not reasonably be expected to its SEC Documentshave an AmerUs Material Adverse Effect).

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It and its subsidiaries have timely The Company has filed all required reports, schedules, registration statements and other documents with the SEC since January 1December 31, 2008 2000 (the “Company SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of its or its subsidiaries’ the Company SEC Documents 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. The financial statements of it and its subsidiaries the Company included in its the Company SEC Documents compliedcomplied as to form, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it the Company and its consolidated subsidiaries Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its SEC Documents.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It and its subsidiaries have timely FHLB Seattle has filed all required reports, schedules, registration statements and other documents required under Applicable Law to be filed by it with the SEC since January 1December 31, 2008 2011 (the “FHLB Seattle SEC Documents”). FHLB Seattle has delivered or made available to FHLB Des Moines true, correct and complete copies of all FHLB Seattle SEC Documents, all comment letters received by FHLB Seattle from the SEC since December 31, 2011, all responses to such comment letters by or on behalf of FHLB Seattle and all other correspondence since December 31, 2011 between the SEC and FHLB Seattle, in each case to the extent not available to the public in completely unredacted form on the SEC’s XXXXX website (“XXXXX”). As of their respective dates of filing with the SEC (or, if except to the extent corrected (A) in the case of FHLB Seattle SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded by a filing on or prior to the date hereof, as by the filing or furnishing of the applicable amending or superseding FHLB Seattle SEC Document, and (B) in the case of FHLB Seattle SEC Documents filed or furnished after the date of such filingthis Agreement that are amended or superseded prior to the Effective Date, by the filing or furnishing of the applicable amending or superseding FHLB Seattle SEC Document), the FHLB Seattle SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange SOX Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such FHLB Seattle SEC Documents, and none of its or its subsidiaries’ the FHLB Seattle SEC Documents 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. The financial statements (including, in each case, any notes thereto) of it and its subsidiaries FHLB Seattle included in its the FHLB Seattle SEC Documents complied, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it and its consolidated subsidiaries FHLB Seattle and the consolidated results of operations, changes in shareholdersMembers’ equity and cash flows of such companies FHLB Seattle as of the dates and for the periods shown. As , subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the date hereofSEC (but only if, there are no outstanding written comments in the case of interim financial statements included in FHLB Seattle SEC Documents since FHLB Seattle’s most recent Annual Report on Form 10-K, such notes would not differ materially from the SEC with respect notes to its SEC Documentsthe financial statements included in such Annual Report) and (ii) normal, recurring year-end adjustments (but only if the effect of such adjustments would not, individually or in the aggregate, be material).

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) It and its subsidiaries have ViewPoint has timely filed all required reports, schedules, registration statements and other documents required under Applicable Legal Requirements to be filed by it with the SEC since January 1December 31, 2008 2010 (the “ViewPoint SEC Documents”). ViewPoint has delivered or made available to Legacy true, correct and complete copies of all ViewPoint SEC Documents, all comment letters received by ViewPoint from the SEC since December 31, 2010, all responses to such comment letters by or on behalf of ViewPoint and all other correspondence since December 31, 2010 between the SEC and ViewPoint, in each case to the extent not available to the public in completely unredacted form on XXXXX. No Subsidiary of ViewPoint is, or since December 31, 2008 has been, required to file any form, report, registration statement or other document with the SEC. As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the ViewPoint SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange SOX Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such ViewPoint SEC Documents, and none of its or its subsidiaries’ the ViewPoint SEC Documents 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. The financial statements (including, in each case, any notes thereto) of it and its subsidiaries ViewPoint included in its the ViewPoint SEC Documents complied, as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it ViewPoint and its consolidated subsidiaries Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. As , subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the date hereofSEC (but only if, there are no outstanding written comments in the case of interim financial statements included in ViewPoint SEC Documents since ViewPoint’s most recent Annual Report on Form 10‑K, such notes would not differ materially from the SEC with respect notes to its SEC Documentsthe financial statements included in such Annual Report) and (ii) normal, recurring year-end adjustments (but only if the effect of such adjustments would not, individually or in the aggregate, be material). No financial statements of any Person other than the Subsidiaries of ViewPoint are, or, since December 31, 2008 have been, required by generally accepted accounting principles to be included in the consolidated financial statements of ViewPoint.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) It and its subsidiaries have timely filed all required reports, schedules, registration statements and other documents with or furnished the SEC since January 1, 2008 (the “SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents, and none of its or its subsidiaries’ ' SEC Documents when filed or furnished 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. The financial statements of it and its subsidiaries included in its SEC Documents complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it and its consolidated subsidiaries and the consolidated results of operations, changes in shareholders’ ' equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its SEC Documents.

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) It Republic and its subsidiaries Subsidiaries have timely filed all required reports, schedules, registration statements and other documents with the SEC since January 1, 2008 Securities and Exchange Commission (the “SEC”) from and after August 3, 2005 (the “Republic SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereofsubsequent filing, as of the date of such filing), the Republic SEC Documents complied (or, if filed after the date hereof, will comply) in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Republic SEC Documents, and none of its or its subsidiaries’ the Republic SEC Documents when filed contained (or, if filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, if filed after the date hereof, will 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. The financial statements of it Republic and its subsidiaries Subsidiaries included in its the Republic SEC Documents compliedcomplied (or, if filed after the date hereof, will comply), as of their respective dates of filing with the SEC (orSEC, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (or, if filed after the date hereof will be) prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) subject, in the case of interim unaudited financial statements, to normal year-end adjustments and the absence of footnotes and fairly present (or, if filed after the date hereof, will fairly present) in all material respects the consolidated financial position of it Republic and its consolidated subsidiaries Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies or entities as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its SEC Documents.