Common use of Securities Reports; Financial Statements Clause in Contracts

Securities Reports; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since December 31, 2001, and as of the date of this Agreement has delivered or made available to Seller (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001, (iv) all Reports on Form 8-K filed by the Company with the SEC since December 31, 2001, (v) all other reports or registration statements filed by the Company with the SEC since December 31, 2001, and (vi) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 2001 (collectively, the “Company SEC Reports”). The Company SEC Reports, including all Company SEC Reports filed after the date of this Agreement, (i) were or will be prepared in accordance in all material respects with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, 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 therein, in light of the circumstances under which they were made, not misleading.

Securities Reports; Financial Statements. (a) The Company has Seller and each Seller Subsidiary have filed all forms, reports and documents required to be filed with the SEC since December 31February 6, 20012004, and as of the date of this Agreement has have delivered or made available to Seller the Company (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC Seller since December 31February 6, 20012004, (ivii) all Reports on Form 8-K filed by the Company Seller with the SEC since December 31February 6, 20012004, (viii) all other reports or registration statements filed by the Company Seller with the SEC since December 31February 6, 20012004, (iv) the final registration statement on Form S-1 and the final prospectus filed with the SEC in connection with Seller’s initial public offering and (viv) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31February 6, 2001 2004 (collectively, the “Company Seller SEC Reports”). The Company Seller SEC Reports, including all Company Seller SEC Reports filed after the date of this AgreementAgreement which shall include Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and all proxy statements relating to Seller’s meetings of stockholders (whether annual or special) held after the date hereof, (i) were or will be prepared in accordance in all material respects with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, 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 therein, in light of the circumstances under which they were made, not misleading.

Securities Reports; Financial Statements. (a) The Company has Since December 31, 1993, Acquiror and its subsidiaries have filed (x) all forms, reports reports, statements and other documents required to be filed (or filed by reference) with the SEC since December 31, 2001, and as of the date of this Agreement has delivered or made available to Seller (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its the Commission, including without limitation, (A) all Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectivelyK, (iiB) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001Q, (ivC) all Reports Proxy Statements relating to meetings of shareholders, (D) all required current reports on Form 8-K filed by the Company with the SEC since December 31, 2001K, (vE) all other reports or and registration statements filed by the Company with the SEC since December 31, 2001statements, and (viF) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 2001 (collectively, the “Company "Acquiror SEC Documents"), and (ii) any applicable state securities authorities, and (y) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities, except where failure to file any such forms, reports, statements and other documents under this clause (y) would not have an Acquiror Adverse Effect (all such forms, reports, statements and other documents referred to in this Subsection (a) are, collectively, "Acquiror Reports”"). The Company SEC Acquiror Reports, including all Company SEC Acquiror Reports filed after the date of this Agreement, Agreement and prior to the Effective Time (i) were or will be prepared in accordance in all material respects in accordance with the requirements of applicable Law Law, and (ii) did not not, at the time times they were filed, or will not at the time they are filed, 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 therein, in light of the circumstances under which they were made, not misleading.

Securities Reports; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since December 31, 2001, and as As of the date of this Agreement Agreement, Merchants has delivered or made available to Seller (including pursuant to the SEC’s website), Company in the form filed with the SEC, (iSEC(i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 2000, 1999 and 20031998, respectively, (ii) Quarterly Report on Form 10-Q for the period ended Xxxxx 00, 0000, (xxx) all definitive proxy statements relating to the Company’s Merchants meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 20011998, (iv) all Reports on Form 8-K filed by the Company Merchants with the SEC since December 31, 20011998, (v) all other reports or registration statements filed by the Company Merchants with the SEC since December 31, 20011998, and (vi) all amendments and supplements to all such reports and registration statements filed by the Company Merchants with the SEC since December 31, 2001 1998, (collectively, the “Company "Merchants SEC Reports”"). The Company Merchants' SEC Reports, including all Company Merchants SEC Reports filed after the date of this Agreement, (i) were or will be prepared in accordance in all material respects with the requirements of applicable Law law and (ii) did not at the time they were filed, or will not at the time they are filed, 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 therein, in light of the circumstances under which they were made, not misleading.

Securities Reports; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since December 31, 2001, and as As of the date of this Agreement Agreement, M&I has delivered or made available to Seller (including pursuant to the SEC’s website), Company in the form filed with the SEC, SEC (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 20012005, 2002 2004, 2003 and 20032002, respectively, (ii) Quarterly Reports on Form 10-Q for the periods ended March 31, 2006, June 30, 2006 and September 30, 2006, (iii) all definitive proxy statements relating to the CompanyM&I’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 20012003, (iv) all Reports on Form 8-K filed by the Company M&I with the SEC since December 31, 20012003, (v) all other reports or registration statements filed by the Company M&I with the SEC since December 31, 20012003, and (vi) all amendments and supplements to all such reports and registration statements filed by the Company M&I with the SEC since December 31, 2001 2003, (collectively, “M&I SEC Reports”) and (vii) all reports filed with the Federal Deposit Insurance Corporation (the “Company FDIC”), the Office of the Comptroller of the Currency (the “OCC”), the Federal Reserve Board, the Office of Thrift Supervision (the “OTS”), the DFI and any other applicable Federal or state securities or banking authorities (all such reports and statements are collectively referred to with the M&I SEC Reports as the “M&I Reports”). The Company SEC M&I Reports, including all Company SEC M&I Reports filed after the date of this Agreement, (i) were or will be prepared in accordance comply as to form in all material respects with the requirements of the Securities and Exchange Act of 1934 and other applicable Law laws and (ii) did not at the time they were filed, or will not at the time they are filed, 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 therein, in light of the circumstances under which they were made, not misleading.