Common use of Securities Offerings; Financial Statements Clause in Contracts

Securities Offerings; Financial Statements. (a) Each offering or sale of securities by BFTL (i) was duly registered and made pursuant to an effective registration statement under the Securities Act or was made pursuant to a valid exemption from registration under the Securities Act, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker-dealer registration requirements, and (iii) was made pursuant to offering documents which did not, at the time of the offering, contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. (b) Each of the BFTL Financial Statements (including, in each case, any related notes) was, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements), fairly presented the financial position of BFTL as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. (c) BFTL’s independent auditors, which have expressed their opinion with respect to the year-end financial statements that are included in the BFTL Financial Statements (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), and (y) “independent” with respect to BFTL within the meaning of Regulation S-X. BFTL’s independent public accountants have audited the BFTL Financial Statements. Section 4.5(c) of the BFTL Disclosure Memorandum lists all non-audit services performed for BFTL by its independent public accountants.

Securities Offerings; Financial Statements. (a) Each offering or sale of securities by BFTL Touchstone (i) was duly registered and made pursuant to an effective registration statement under the Securities Act or was made pursuant to a valid exemption from registration under the Securities Act, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker-dealer registration requirements, and (iii) was made pursuant to offering documents which did not, at the time of the offering, contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. (b) Each of the BFTL Touchstone Financial Statements (including, in each case, any related notes) was, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements), and fairly presented in all material respects the consolidated financial position of BFTL Touchstone and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. (c) BFTLTouchstone’s independent auditorspublic accountants, which have expressed their opinion with respect to the year-end financial statements that are included in the BFTL Touchstone Financial Statements (including the related notes), are and have been throughout the periods covered by such Financial Statements (xi) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), and (yii) “independent” with respect to BFTL Touchstone within the meaning of Regulation S-X. BFTL’s Xxxxxxxxxx’x independent public accountants have audited the BFTL Touchstone Financial Statements. Section 4.5(c) of the BFTL Touchstone Disclosure Memorandum lists all non-audit services performed for BFTL Touchstone by its independent public accountants.

Securities Offerings; Financial Statements. (a) Each offering or sale of securities by BFTL Cornerstone (i) was duly registered and made pursuant to an effective registration statement under the Securities Act or was made pursuant to a valid exemption from registration under the Securities Act, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker-dealer registration requirements, and (iii) was made pursuant to offering documents which did not, at the time of the offering, offering contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. (b) Each of the BFTL Cornerstone Financial Statements (including, in each case, any related notes) was, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements), fairly presented the consolidated financial position of BFTL Cornerstone and Cornerstone Bank as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. (c) BFTLCornerstone’s independent auditorspublic accountants, which have expressed their opinion with respect to the year-end financial statements that are included in the BFTL Cornerstone Financial Statements of Cornerstone and its Subsidiaries (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), and (y) “independent” with respect to BFTL Cornerstone within the meaning of Regulation S-X. BFTLCornerstone’s independent public accountants have audited Cornerstone’s year-end financial statements that are included in the BFTL Cornerstone Financial Statements. Section 4.5(c) of the BFTL Cornerstone Disclosure Memorandum lists all non-audit services performed for BFTL by its Cornerstone’s independent public accountantsaccountants for Cornerstone or Cornerstone Bank.

Securities Offerings; Financial Statements. (a) Each offering or sale of securities by BFTL Seller (i) was duly registered and made pursuant to an effective registration statement under the Securities Act or was made pursuant to a valid exemption from registration under the Securities Act, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker-/dealer registration requirements, and (iii) was made pursuant to offering documents which did not, at the time of the offering, contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. (b) Each of the BFTL Seller Financial Statements (including, in each case, any related notes) was, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements), fairly presented the financial position of BFTL as Seller at the respective dates and the consolidated results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. (c) BFTLSeller’s independent auditorspublic accountants, which have expressed their opinion with respect to the year-end financial statements that are included in the BFTL Seller Financial Statements of Seller (including the related notes), are and have been throughout the periods covered by such Financial Statements (xi) a registered public accounting firm (as defined in Section 2(a)(12) of the XxxxxxxxSxxxxxxx-Xxxxx Act) (to the extent applicable during such period), and (yii) “independent” with respect to BFTL Seller within the meaning of Regulation S-X. BFTLSeller’s independent public accountants have audited Seller’s year-end financial statements that are included in the BFTL Seller Financial Statements. Section 4.5(c) of the BFTL Seller Disclosure Memorandum lists all non-audit services performed by Seller’s independent accountants for BFTL by Seller or any of its independent public accountantsSubsidiaries.

Securities Offerings; Financial Statements. (a) Each offering or sale of securities by BFTL Clover (i) was duly either registered and made pursuant to an effective registration statement under the Securities Act or was made pursuant to a valid exemption from registration under the Securities Act, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker-/dealer registration requirements, and (iii) was made pursuant to offering documents which did not, at the time of the offeringoffering (or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents documents, in light of the circumstances under which they were made, not misleading. Neither Clover nor any Clover Subsidiary is required to file any Exchange Act Documents. (b) Each of the BFTL Clover Financial Statements (including, in each case, any related notes) was, or will be, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements), fairly presented in accordance with GAAP the consolidated financial position of BFTL Clover and its Subsidiaries as at of the respective dates and the consolidated results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. (c) BFTLClover’s independent auditorsregistered public accountants, which have expressed their opinion with respect to the year-end financial statements that are included in the BFTL Clover Financial Statements and its Subsidiaries (including the related notes), are have audited Clover’s year-end financial statements, and have been throughout reviewed Clover’s interim financial statements, that are included in the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), and (y) “independent” with respect to BFTL within the meaning of Regulation S-X. BFTL’s independent public accountants have audited the BFTL Clover Financial Statements. Section 4.5(c) of the BFTL Clover Disclosure Memorandum lists all non-audit services performed by Clover’s independent registered public accountants for BFTL by its independent public accountantsClover or Clover Bank.

Securities Offerings; Financial Statements. (a) Each offering or sale of securities by BFTL Seller (i) was duly registered and made pursuant to an effective registration statement under the Securities Act or was made pursuant to a valid registration or exemption from registration under the Securities Act, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker-/dealer registration requirements, and (iii) was made pursuant to offering documents which did not, at the time of the offering, offering contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. (b) Each of the BFTL Seller Financial Statements (including, in each case, any related notes) was, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements), ) and fairly presented the consolidated financial position of BFTL Seller and Xxxxx State Bank as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. (c) BFTLSeller’s independent auditorspublic accountants, which have expressed their opinion with respect to the year-end financial statements that are included in the BFTL Seller Financial Statements (including the related notes), are and have been throughout the periods covered by such the Seller Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), and (y) “independent” with respect to BFTL Seller within the meaning of Regulation S-X. BFTLExcept as set forth on Section 4.5(c) of the Seller Disclosure Memorandum, Seller’s independent public accountants have audited Seller’s year-end financial statements, and have reviewed Seller’s interim financial statements, that are included in the BFTL Seller Financial Statements. Section 4.5(c) of the BFTL Seller Disclosure Memorandum lists all non-audit services performed for BFTL by its Seller’s independent public accountantsaccountants for Seller or Xxxxx State Bank during the periods covered by the Seller Financial Statements.

Securities Offerings; Financial Statements. (a) Each offering or sale of securities by BFTL Seller (i) was duly registered and made pursuant to an effective registration statement under the Securities Act or was made pursuant to a valid exemption from registration under the Securities Act, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker-/dealer registration requirements, and (iii) was made pursuant to offering documents which did not, at the time of the offering, offering contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. (b) Each of the BFTL Seller Financial Statements (including, in each case, any related notes) was, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements), fairly presented the consolidated financial position of BFTL Seller and the Bank as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. (c) BFTLSeller’s independent auditorspublic accountants, which have expressed their opinion with respect to the year-end financial statements that are included in the BFTL Seller Financial Statements of Seller and its Subsidiaries (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), and (y) “independent” with respect to BFTL Seller within the meaning of Regulation S-X. BFTLSeller’s independent public accountants have audited Seller’s year-end financial statements, and have reviewed Seller’s interim financial statements, that are included in the BFTL Seller Financial Statements. Section 4.5(c) of the BFTL Seller Disclosure Memorandum lists all non-audit services performed for BFTL by its Seller’s independent public accountantsaccountants for Seller or the Bank.

Securities Offerings; Financial Statements. (a) Each offering or sale of securities by BFTL Independence (i) was duly registered and made pursuant to an effective registration statement under the Securities Act or was made pursuant to a valid exemption from registration under the Securities Act, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker-dealer registration requirements, and (iii) was made pursuant to offering documents which did not, at the time of the offeringsuch statements were made, contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. (b) Each of the BFTL Independence Financial Statements (including, in each case, any related notes) was, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements), fairly presented the consolidated financial position of BFTL Independence and Independence Bank as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. (c) BFTLIndependence’s independent auditorspublic accountants, which have expressed their opinion with respect to the year-end financial statements that are included in the BFTL Independence Financial Statements of Independence and its Subsidiaries (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), and (y) “independent” with respect to BFTL Independence within the meaning of Regulation S-X. BFTLIndependence’s independent public accountants have audited Independence’s year-end financial statements that are included in the BFTL Independence Financial Statements. Section 4.5(c) of the BFTL Independence Disclosure Memorandum lists all non-audit services performed for BFTL by its Independence’s independent public accountantsaccountants for Independence or Independence Bank.