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

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) Summit has timely filed all reports, schedules, registration statements and other documents required under Applicable Legal Requirements to be filed by it with the SEC since December 31, 2012 (the “Summit SEC Documents”). Summit has delivered or made available to First Century true, correct and complete copies of all Summit SEC Documents, all comment letters received by Summit from the SEC since December 31, 2012, all responses to such comment letters by or on behalf of Summit and all other correspondence since December 31, 2012 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, 2011 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 As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Summit SEC Documents complied in all material respects with the requirements of the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 or the 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 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 Summit included in the Summit SEC Documents complied, as of their respective dates of filing with the SEC, 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 Summit 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, subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the SEC (but only if, 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 notes to the 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, 2011 have been, required by GAAP to be included in the consolidated financial statements of Summit.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Summit Financial Group Inc)

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SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) Summit FHLB Seattle has timely filed all reports, schedules, registration statements and other documents required under Applicable Legal Requirements Law to be filed by it with the SEC since December 31, 2012 2011 (the “Summit FHLB Seattle SEC Documents”). Summit FHLB Seattle has delivered or made available to First Century FHLB Des Moines true, correct and complete copies of all Summit FHLB Seattle SEC Documents, all comment letters received by Summit FHLB Seattle from the SEC since December 31, 20122011, all responses to such comment letters by or on behalf of Summit FHLB Seattle and all other correspondence since December 31, 2012 2011 between the SEC and SummitFHLB Seattle, 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, 2011 has been, required to file any form, report, registration statement or other document with the SEC’s EDGAR website (“EDGAR”). As of their respective respexxxxx dates of filing fxxxxx 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 Summit FHLB Seattle SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act of 2002 (the “SOX Act”), as the case xx xxx xxxx may be, and the rules and regulations of the SEC thereunder applicable to such Summit FHLB Seattle SEC Documents, and none of the Summit 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 Summit FHLB Seattle included in the Summit FHLB Seattle SEC Documents complied, as of their respective dates of filing with the SEC, 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 Summit 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, subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the SEC (but only if, in the case of interim financial statements included in Summit FHLB Seattle SEC Documents since SummitFHLB Seattle’s most recent Annual Report on Form 10‑K10-K, such notes would not differ materially from the notes to the 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, 2011 have been, required by GAAP to be included in the consolidated financial statements of Summit.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Federal Home Loan Bank of Des Moines)

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) Summit FHLB Des Moines has timely filed all reports, schedules, registration statements and other documents required under Applicable Legal Requirements Law to be filed by it with the SEC since December 31, 2012 2011 (the “Summit FHLB Des Moines SEC Documents”). Summit FHLB Des Moines has delivered or made available to First Century FHLB Seattle true, correct and complete copies of all Summit FHLB Des Moines SEC Documents, all comment letters received by Summit FHLB Des Moines from the SEC since December 31, 20122011, all responses to such comment letters by or on behalf of Summit FHLB Des Moines and all other correspondence since December 31, 2012 2011 between the SEC and SummitFHLB Des Moines, 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, 2011 has been, required to file any form, report, registration statement or other document with the SECEDGAR. As of their respective dates of filing with filxxx xith the SEC (or, if except to the extent corrected (A) in the case of FHLB Des Moines 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 Des Moines SEC Document, and (B) in the case of FHLB Des Moines 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 Des Moines SEC Document), the Summit FHLB Des Moines SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SOX Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Summit FHLB Des Moines SEC Documents, and none of the Summit FHLB Des Moines 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 Summit FHLB Des Moines included in the Summit FHLB Des Moines SEC Documents complied, as of their respective dates of filing with the SEC, 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 Summit and its consolidated Subsidiaries FHLB Des Moines and the consolidated results of operations, changes in shareholdersMembers’ equity and cash flows of such companies FHLB Des Moines as of the dates and for the periods shown, subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the SEC (but only if, in the case of interim financial statements included in Summit FHLB Des Moines SEC Documents since SummitFHLB Des Moines’s most recent Annual Report on Form 10‑K10-K, such notes would not differ materially from the notes to the 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, 2011 have been, required by GAAP to be included in the consolidated financial statements of Summit.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Federal Home Loan Bank of Des Moines)

SEC Documents; Regulatory Reports; Undisclosed Liabilities. (ai) Summit FHLB Des Moines has timely filed all reports, schedules, registration statements and other documents required under Applicable Legal Requirements Law to be filed by it with the SEC since December 31, 2012 2011 (the “Summit FHLB Des Moines SEC Documents”). Summit FHLB Des Moines has delivered or made available to First Century FHLB Seattle true, correct and complete copies of all Summit FHLB Des Moines SEC Documents, all comment letters received by Summit FHLB Des Moines from the SEC since December 31, 20122011, all responses to such comment letters by or on behalf of Summit FHLB Des Moines and all other correspondence since December 31, 2012 2011 between the SEC and SummitFHLB Des Moines, 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, 2011 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 except to the extent corrected (A) in the case of FHLB Des Moines 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 Des Moines SEC Document, and (B) in the case of FHLB Des Moines 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 Des Moines SEC Document), the Summit FHLB Des Moines SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SOX Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Summit FHLB Des Moines SEC Documents, and none of the Summit FHLB Des Moines 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 Summit FHLB Des Moines included in the Summit FHLB Des Moines SEC Documents complied, as of their respective dates of filing with the SEC, 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 Summit and its consolidated Subsidiaries FHLB Des Moines and the consolidated results of operations, changes in shareholdersMembers’ equity and cash flows of such companies FHLB Des Moines as of the dates and for the periods shown, subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the SEC (but only if, in the case of interim financial statements included in Summit FHLB Des Moines SEC Documents since SummitFHLB Des Moines’s most recent Annual Report on Form 10‑K10-K, such notes would not differ materially from the notes to the 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, 2011 have been, required by GAAP to be included in the consolidated financial statements of Summit.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Federal Home Loan Bank of Seattle)

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SEC Documents; Regulatory Reports; Undisclosed Liabilities. (a) Summit has timely filed all reports, schedules, registration statements and other documents required under Applicable Legal Requirements to be filed by it with the SEC since December 31, 2012 2014 (the “Summit SEC Documents”). Summit has delivered or made available to First Century Peoples true, correct and complete copies of all Summit SEC Documents, all comment letters received by Summit from the SEC since December 31, 20122014, all responses to such comment letters by or on behalf of Summit and all other correspondence since December 31, 2012 2014 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, 2011 2013 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 or the 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 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 Summit included in the Summit SEC Documents complied, as of their respective dates of filing with the SEC, 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 Summit 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, subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by Regulations S-X of the SEC (but only if, 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 notes to the 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, 2011 2013 have been, required by GAAP to be included in the consolidated financial statements of Summit.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Summit Financial Group Inc)

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