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This excerpt taken from the HBHC 8-K filed Oct 22, 2009. Environmental Laws”), 5. have
received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses and 6. are
in compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure to
receive required permits, licenses or other approvals or failure to comply with
the terms and conditions of such permits, licenses or approvals would not,
singly or in the aggregate, have a Material Adverse Effect.
6
(t) There
are no costs or liabilities associated with Environmental Laws (including,
without limitation, any capital or operating expenditures required for clean-up,
closure of properties or compliance with Environmental Laws or any permit,
license or approval, any related constraints on operating activities and any
potential liabilities to third parties) which would, singly or in the aggregate,
have a Material Adverse Effect.
(u) There
are no contracts, agreements or understandings between the Company and any
person granting such person the right to require the Company to file a
registration statement under the Securities Act with respect to any securities
of the Company or to require the Company to include such securities with the
Shares registered pursuant to the Registration Statement.
(v) The
Company maintains a system of internal control over financial reporting (as such
term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the
requirements of the Exchange Act and has been designed by the Company’s
principal executive officer and principal financial officer, or under their
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. As of December 31, 2008, the Company’s internal control
over financial reporting was effective and the Company is not aware of any
material weaknesses in its internal control over financial
reporting. Since December 31, 2008, there has been no change in the
Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.
(w) The
Company maintains disclosure controls and procedures (as such term is defined in
Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the
Exchange Act; such disclosure controls and procedures have been designed to
ensure that material information relating to the Company and its subsidiaries is
made known to the Company’s principal executive officer and principal financial
officer by others within those entities; and such disclosure controls and
procedures are effective as of September 30, 2009.
(x)
The Company is duly registered as a bank holding company, and has elected to be
a financial holding company, under the Bank Holding Company Act of 1956, as
amended; and each of the Company’s banking subsidiaries holds the requisite
authority from its respective banking regulatory authority to do business as a
national banking association under the laws of the United States or as a
state-chartered banking corporation under the laws of such subsidiary’s
jurisdiction of incorporation, as the case may be.
(y) The
Company and each of its subsidiaries are in compliance with all laws, rules and
regulations administered by the Board of Governors of the Federal Reserve System
(the “ |
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