SEC Reports and Bank Reports. (a) Camden has filed, and made available to KSB, true and complete copies of all forms, reports and documents required to be filed by it with the SEC since January 1, 1996, and has heretofore delivered to KSB, in the form filed with the SEC, true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, December 31, 1997 and December 31, 1998, respectively, (ii) its Quarterly Report on Form 10-Q since January 1, 1996, (iii) all proxy statements relating to Camden's meetings of stockholders (whether annual or special) held since January 1, 1996, (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by Camden with the SEC since January 1, 1996, and (v) all communications mailed by Camden to its stockholders since January 1, 1996 (the forms, reports and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above being referred to herein, collectively, as the "Camden SEC Reports"). As of their respective dates, the ------------------ Camden SEC Reports (A) complied in all material respects as to form with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Camden has timely filed all SEC Reports and other documents required to be filed by it under the Securities Act and the Exchange Act. Neither the Camden nor any of its subsidiaries is required to file any form, report or other document with the SEC. Camden has made available to KSB true and complete copies of all amendments and modifications that have not been filed by Camden with the SEC to all agreements, documents and other instruments that previously had been filed by Camden with the SEC and are currently in effect. (b) Camden and its subsidiaries each have timely filed and made available to KSB true and complete copies of all forms, reports and documents required to be filed by each of them with all appropriate Bank Regulators since January 1, 1996, and has paid all fees and assessments due and payable in connection therewith. Such reports as of their respective date of filing complied in all material respects with the requirements of all laws, rules and regulations enforced or promulgated by such Bank Regulators. Except for Bank Examinations no Bank Regulator has initiated any proceeding or, to the knowledge of Camden, investigation into the business or operations of Camden, Camden National Bank or United Bank since December 31, 1995. Camden has resolved all violations, criticisms or exceptions by any Bank Regulator with respect to any Bank Examination.
Appears in 1 contract
Samples: Merger Agreement (KSB Bancorp Inc)
SEC Reports and Bank Reports. (a) Camden KSB has filed, and made available to KSBCamden, true and complete copies of all forms, reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1996, and has --- heretofore delivered to KSBCamden, in the form filed with the SEC, true and complete copies of (i) its Annual Reports on Form 10-K KSB for the fiscal years ended December 31, 1996, December 31, 1997 and December 31, 1998, respectively, (ii) its Quarterly Report Reports on Form 10-Q QSB since January 1, 1996, (iii) all proxy statements relating to CamdenKSB's meetings of stockholders (whether annual or special) held since January 1, 1996, (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q QSB not referred to in clause (ii) above) filed by Camden KSB with the SEC since January 1, 1996, and (v) all communications mailed by Camden KSB to its stockholders since January 1, 1996 (the forms, reports and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above being referred to herein, collectively, as the "Camden SEC Reports"). As of their respective dates, the ------------------ Camden SEC --- Reports (A) complied in all material respects as to form with the requirements ------- of the Securities Act of 1933, as amended (the "Securities Act") and the ---------- --- Exchange Act, as the case may be, and the rules and regulations thereunder and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Camden KSB has timely filed all SEC Reports and other documents required to be filed by it under the Securities Act and the Exchange Act. Neither the Camden Bank nor any of its their other subsidiaries is required to file any form, report or other document with the SEC. Camden KSB has made available to KSB Camden true and complete copies of all amendments and modifications that have not been filed by Camden KSB with the SEC to all agreements, documents and other instruments that previously had been filed by Camden KSB with the SEC and are currently in effect.
(b) Camden KSB, the Bank and its their subsidiaries each have has timely filed and made available to KSB Camden true and complete copies of all forms, reports and documents required to be filed by each of them with all appropriate federal or state governmental or regulatory authorities charged with the supervision of banks or bank holding companies or engaged in the insurance of bank deposits, including without limitation, the FRB, the FDIC and the Maine Superintendent ("Bank Regulators Regulators") since January 1, 1996, and has paid all fees and assessments ----------------- due and payable in connection therewith. Such reports as of their respective date of filing complied in all material respects with the requirements of all laws, rules and regulations enforced or promulgated by such Bank Regulators. Except for normal periodic examinations conducted by the FRB, the FDIC, the Maine Superintendent or any other Bank Examinations Regulator in the regular course of the business of KSB and the Bank (the "Bank Examinations"), no Bank Regulator has ----------------- initiated any proceeding or, to the knowledge of CamdenKSB and the Bank, investigation into the business or operations of Camden, Camden National Bank KSB or United the Bank since December 31, 1995. Camden has Except as disclosed on Section 5.8(b) of the Disclosure Schedule, KSB and the Bank have resolved all violations, criticisms or exceptions by any Bank Regulator with respect to any Bank Examination.
Appears in 1 contract
Samples: Merger Agreement (KSB Bancorp Inc)
SEC Reports and Bank Reports. (a) Camden has filed, and made available to KSB, true and complete copies of all forms, reports and documents required to be filed by it with the SEC since January 1, 1996, and has heretofore delivered to KSB, in the form filed with the SEC, true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, December 31, 1997 and December 31, 1998, respectively, (ii) its Quarterly Report on Form 10-Q since January 1, 1996, (iii) all proxy statements relating to Camden's ’s meetings of stockholders (whether annual or special) held since January 1, 1996, (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by Camden with the SEC since January 1, 1996, and (v) all communications mailed by Camden to its stockholders since January 1, 1996 (the forms, reports and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above being referred to herein, collectively, as the "“Camden SEC Reports"”). As of their respective dates, the ------------------ Camden SEC Reports (A) complied in all material respects as to form with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Camden has timely filed all SEC Reports and other documents required to be filed by it under the Securities Act and the Exchange Act. Neither the Camden nor any of its subsidiaries is required to file any form, report or other document with the SEC. Camden has made available to KSB true and complete copies of all amendments and modifications that have not been filed by Camden with the SEC to all agreements, documents and other instruments that previously had been filed by Camden with the SEC and are currently in effect.
(b) Camden and its subsidiaries each have timely filed and made available to KSB true and complete copies of all forms, reports and documents required to be filed by each of them with all appropriate Bank Regulators since January 1, 1996, and has paid all fees and assessments due and payable in connection therewith. Such reports as of their respective date of filing complied in all material respects with the requirements of all laws, rules and regulations enforced or promulgated by such Bank Regulators. Except for Bank Examinations no Bank Regulator has initiated any proceeding or, to the knowledge of Camden, investigation into the business or operations of Camden, Camden National Bank or United Bank since December 31, 1995. Camden has resolved all violations, criticisms or exceptions by any Bank Regulator with respect to any Bank Examination.
Appears in 1 contract
SEC Reports and Bank Reports. (a) Camden has filed, and made available to KSB, true and complete copies of all forms, reports and documents required to be filed by it with the SEC since January 1, 1996, and has heretofore delivered to KSB, in the form filed with the SEC, true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, December 31, 1997 and December 31, 1998, respectively, (ii) its Quarterly Report on Form 10-Q since January 1, 1996, (iii) all proxy statements relating to Camden's meetings of stockholders (whether annual or special) held since January 1, 1996, (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by Camden with the SEC since January 1, 1996, and (v) all communications mailed by Camden to its stockholders since January 1, 1996 (the forms, reports and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above being referred to herein, collectively, as the "Camden SEC Reports"). As of their respective dates, the ------------------ Camden SEC Reports (A) complied in all material respects as to form with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Camden has timely filed all SEC Reports and other documents required to be filed by it under the Securities Act and the Exchange Act. Neither the Camden nor any of its subsidiaries is required to file any form, report or other document with the SEC. Camden has made available to KSB true and complete copies of all amendments and modifications that have not been filed by Camden with the SEC to all agreements, documents and other instruments that previously had been filed by Camden with the SEC and are currently in effect.
(b) Camden and its subsidiaries each have timely filed and made available to KSB true and complete copies of all forms, reports and documents required to be filed by each of them with all appropriate Bank Regulators since January 1, 1996, and has paid all fees and assessments due and payable in connection therewith. Such reports as of their respective date of filing complied in all material respects with the requirements of all laws, rules and regulations enforced or promulgated by such Bank Regulators. Except for Bank Examinations no Bank Regulator has initiated any proceeding or, to the knowledge of Camden, investigation into the business or operations of Camden, Camden National Bank or United Bank since December 31, 1995. Camden has resolved all violations, criticisms or exceptions by any Bank Regulator with respect to any Bank Examination.
Appears in 1 contract
SEC Reports and Bank Reports. (a) Camden KSB has filed, and made available to KSBCamden, true and complete copies of all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the SEC ) since January 1, 1996, and has heretofore delivered to KSBCamden, in the form filed with the SEC, true and complete copies of (i) its Annual Reports on Form 10-K KSB for the fiscal years ended December 31, 1996, December 31, 1997 and December 31, 1998, respectively, (ii) its Quarterly Report Reports on Form 10-Q QSB since January 1, 1996, (iii) all proxy statements relating to CamdenKSB's meetings of stockholders (whether annual or special) held since January 1, 1996, (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q QSB not referred to in clause (ii) above) filed by Camden KSB with the SEC since January 1, 1996, and (v) all communications mailed by Camden KSB to its stockholders since January 1, 1996 (the forms, reports and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above being referred to herein, collectively, as the "Camden SEC Reports"). As of their respective dates, the ------------------ Camden SEC Reports (A) complied in all material respects as to form with the requirements of the Securities Act of 1933, as amended (the Securities Act ) and the Exchange Act, as the case may be, and the rules and regulations thereunder and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Camden KSB has timely filed all SEC Reports and other documents required to be filed by it under the Securities Act and the Exchange Act. Neither the Camden Bank nor any of its their other subsidiaries is required to file any form, report or other document with the SEC. Camden KSB has made available to KSB Camden true and complete copies of all amendments and modifications that have not been filed by Camden KSB with the SEC to all agreements, documents and other instruments that previously had been filed by Camden KSB with the SEC and are currently in effect.
(b) Camden KSB, the Bank and its their subsidiaries each have has timely filed and made available to KSB Camden true and complete copies of all forms, reports and documents required to be filed by each of them with all appropriate federal or state governmental or regulatory authorities charged with the supervision of banks or bank holding companies or engaged in the insurance of bank deposits, including without limitation, the FRB, the FDIC and the Maine Superintendent ("Bank Regulators Regulators") since January 1, 1996, and has paid all fees and assessments due and payable in connection therewith. Such reports as of their respective date of filing complied in all material respects with the requirements of all laws, rules and regulations enforced or promulgated by such Bank Regulators. Except for normal periodic examinations conducted by the FRB, the FDIC, the Maine Superintendent or any other Bank Examinations Regulator in the regular course of the business of KSB and the Bank (the Bank Examinations), no Bank Regulator has initiated any proceeding or, to the knowledge of CamdenKSB and the Bank, investigation into the business or operations of Camden, Camden National Bank KSB or United the Bank since December 31, 1995. Camden has Except as disclosed on Section 5.8(b) of the Disclosure Schedule, KSB and the Bank have resolved all violations, criticisms or exceptions by any Bank Regulator with respect to any Bank Examination.
Appears in 1 contract
SEC Reports and Bank Reports. (a) Camden The Company has filed, and made available to KSBPurchaser, true and complete copies of all forms, reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") since January 1, 19961994, and has heretofore delivered to KSBPurchaser, in the form filed with the SEC, true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 19961994, December 31, 1997 1995 and December 31, 19981996, respectively, (ii) its Quarterly Report on Form 10-Q since January 1, 19961994, (iii) all proxy statements relating to Camdenthe Company's meetings of stockholders (whether annual or special) held since January 1, 19961994, (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by Camden the Company with the SEC since January 1, 19961994, and (v) all communications mailed by Camden the Company to its stockholders since January 1, 1996 1994 (the forms, reports and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above being referred to herein, collectively, as the "Camden SEC Reports"). As of their respective dates, the ------------------ Camden SEC Reports (A) complied in all material respects as to form with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act, as the case may be, and the rules and regulations thereunder and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Camden The Company has timely filed all SEC Reports and other documents required to be filed by it under the Securities Act and the Exchange Act. Neither the Camden Bank nor any of its their other subsidiaries is required to file any form, report or other document with the SEC. Camden The Company has made available to KSB Purchaser true and complete copies of all amendments and modifications that have not been filed by Camden the Company with the SEC to all agreements, documents and other instruments that previously had been filed by Camden the Company with the SEC and are currently in effect.
(b) Camden The Company, the Bank and its their subsidiaries each have has timely filed and made available to KSB Purchaser true and complete copies of all forms, reports and documents required to be filed by each of them with all appropriate federal or state governmental or regulatory authorities charged with the supervision of banks or bank holding companies or engaged in the insurance of bank deposits, including without limitation, the FRB, the FDIC and the Connecticut Commissioner ("Bank Regulators Regulators") since January 1, 19961994, and has paid all fees and assessments due and payable in connection therewith. Such reports as of their respective date of filing complied in all material respects with the requirements of all laws, rules and regulations enforced or promulgated by such Bank Regulators. Except for normal periodic examinations conducted by the FRB, the FDIC, the Connecticut Commissioner or any other Bank Examinations Regulator in the regular course of the business of the Company, the Bank and their subsidiaries (the "Bank Examinations"), no Bank Regulator has initiated any proceeding or, to the best knowledge of Camdenthe Company and the Bank, investigation into the business or operations of Camdenthe Company, Camden National the Bank or United any of their subsidiaries since January 1, 1994. The Company, the Bank since December 31, 1995. Camden has and their subsidiaries have resolved all violations, criticisms or exceptions by any Bank Regulator with respect to any Bank Examination.
Appears in 1 contract
SEC Reports and Bank Reports. (a) Camden KSB has filed, and made available to KSBCamden, true and complete copies of all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the SEC ) since January 1, 1996, and has heretofore delivered to KSBCamden, in the form filed with the SEC, true and complete copies of (i) its Annual Reports on Form 10-K KSB for the fiscal years ended December 31, 1996, December 31, 1997 and December 31, 1998, respectively, (ii) its Quarterly Report Reports on Form 10-Q QSB since January 1, 1996, (iii) all proxy statements relating to Camden's KSB’s meetings of stockholders (whether annual or special) held since January 1, 1996, (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q QSB not referred to in clause (ii) above) filed by Camden KSB with the SEC since January 1, 1996, and (v) all communications mailed by Camden KSB to its stockholders since January 1, 1996 (the forms, reports and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above being referred to herein, collectively, as the "Camden “SEC Reports"”). As of their respective dates, the ------------------ Camden SEC Reports (A) complied in all material respects as to form with the requirements of the Securities Act of 1933, as amended (the Securities Act ) and the Exchange Act, as the case may be, and the rules and regulations thereunder and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Camden KSB has timely filed all SEC Reports and other documents required to be filed by it under the Securities Act and the Exchange Act. Neither the Camden Bank nor any of its their other subsidiaries is required to file any form, report or other document with the SEC. Camden KSB has made available to KSB Camden true and complete copies of all amendments and modifications that have not been filed by Camden KSB with the SEC to all agreements, documents and other instruments that previously had been filed by Camden KSB with the SEC and are currently in effect.
(b) Camden KSB, the Bank and its their subsidiaries each have has timely filed and made available to KSB Camden true and complete copies of all forms, reports and documents required to be filed by each of them with all appropriate federal or state governmental or regulatory authorities charged with the supervision of banks or bank holding companies or engaged in the insurance of bank deposits, including without limitation, the FRB, the FDIC and the Maine Superintendent (“Bank Regulators Regulators”) since January 1, 1996, and has paid all fees and assessments due and payable in connection therewith. Such reports as of their respective date of filing complied in all material respects with the requirements of all laws, rules and regulations enforced or promulgated by such Bank Regulators. Except for normal periodic examinations conducted by the FRB, the FDIC, the Maine Superintendent or any other Bank Examinations Regulator in the regular course of the business of KSB and the Bank (the Bank Examinations), no Bank Regulator has initiated any proceeding or, to the knowledge of CamdenKSB and the Bank, investigation into the business or operations of Camden, Camden National Bank KSB or United the Bank since December 31, 1995. Camden has Except as disclosed on Section 5.8(b) of the Disclosure Schedule, KSB and the Bank have resolved all violations, criticisms or exceptions by any Bank Regulator with respect to any Bank Examination.
Appears in 1 contract