Accuracy of Information Supplied. 3.7.1 No representation or warranty of Tehama contained herein or any statement, schedule, exhibit or certificate given or to be given by or on behalf of Tehama or any of its Subsidiaries, including Tehama Bank, to Humboldt in connection herewith and none of the information supplied or to be supplied by Tehama or its Subsidiaries, including Tehama Bank, to Humboldt hereunder to the best of Tehama's Knowledge contains or will contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
3.7.2 None of the information supplied or to be supplied by Tehama or relating to Tehama and approved by Tehama which is included or incorporated by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC by Humboldt in connection with the issuance of shares of Humboldt Common Stock in the Merger (including the Joint Proxy Statement of Humboldt and Tehama and the Prospectus of Humboldt ("Joint Proxy Statement/Prospectus") constituting a part thereof, the "Registration Statement") will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit 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; (ii) the Joint Proxy Statement/Prospectus and any amendment or supplement thereto will, at all times from the date of mailing to shareholders of Tehama through the date of the meeting of shareholders of Tehama to be held in connection with the Merger, contain any untrue statement of a material fact or omit 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; and (iii) the applications and forms to be filed with securities or "blue sky" authorities, self regulatory authorities, or any Governmental Entity in connection with the Merger, the issuance of any shares of Humboldt Common Stock in connection with the Merger, or any Requisite Regulatory Approvals will, at the time filed or at the time they become effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in...
Accuracy of Information Supplied. The Borrower will ensure that all information prepared by the Borrower and supplied to the Department or any third party under the provisions of this Agreement for the purpose of any report or certificate to be furnished to the Department in connection with this Agreement or any of the Loan Documents will at the time it is supplied be true and accurate in all material respects, except that (i) financial statements and other statements expressly effective as of a particular date prior to the date when furnished are required only to be true and accurate or (in the case of financial statements) fairly to present what they purport to present, in either case as of the effective date thereof, and (ii) to the extent any such information is based upon or constitutes a forecast, projection or other data which by its nature is uncertain, the Borrower is committed only to act in good faith and utilize due and careful consideration and the best information then known to it in preparing such information. With respect to all information prepared by third parties and supplied by the Borrower to the Department and/or any third party under the provisions hereof for the purpose of any report or certificate to be furnished to the Department in connection with this Agreement or any of the Loan Documents, the Borrower shall deliver a written notice to the Department as soon as possible if it believes that such information is not complete and accurate in all material respects, which written notice shall include the basis for such belief.
Accuracy of Information Supplied. Neither this Agreement nor any schedule, exhibit, written statement, list, document or certificate furnished or to be furnished by or on behalf of RCPI to Parent, Sub or any of their Agents or Affiliates in connection with this Agreement or any of the transactions contemplated hereby, taken as a whole, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they are made, not misleading.
Accuracy of Information Supplied. Neither this Agreement nor any schedule, exhibit or certificate furnished or required to be furnished by or on behalf of the Company to Parent, Purchaser or any of their agents or affiliates in connection with this Agreement or any of the transactions contemplated hereby, taken as a whole, contains or will contain (at the time when such schedule, exhibit or certificate is furnished) any untrue 9
Accuracy of Information Supplied. Neither this -------------------------------- Agreement nor any schedule, exhibit or certificate furnished or required to be furnished by or on behalf of the Company to Parent, Purchaser or any of their agents or affiliates in connection with this Agreement or any of the transactions contemplated hereby, taken as a whole, contains or will contain (at the time when such schedule, exhibit or certificate is furnished) any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they are made, not misleading.
Accuracy of Information Supplied. Seller has delivered or will deliver to Company copies of the Seller Financial Statements, and Seller will hereafter until the Closing Date deliver to Company copies of additional financial statements of Seller as provided in Sections 5.1.1(iii). The Seller Financial Statements have been prepared (and all of said additional financial statements will be prepared) in accordance with GAAP, or applicable regulatory accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) consistently followed throughout the periods covered by such statements, and present (and, when prepared, will present) fairly the financial position of Seller as of the respective dates indicated and the results of operations, cash flows and changes in shareholders’ equity at the respective dates and for the respective periods covered by such financial statements (subject, in the case of the unaudited statements, to recurring adjustments normal in nature and amount). In addition, Seller has delivered or made available to Company copies of all management or other letters delivered to Seller by its independent accountants in connection with any of the Seller Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Seller issued at any time since January 1, 2005, and will make available for inspection by Company or its representatives, at such times and places as Company may reasonably request, reports and working papers produced or developed by such accountants or consultants.
Accuracy of Information Supplied. (a) To the best knowledge of Professionals Group, none of the information supplied or to be supplied by Professionals Group or any Professionals Group Subsidiary to PPTF pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(b) The S-4 and the Joint Proxy Statement used for the registration and qualification of shares of Professionals Group Common Stock to be issued upon consummation of the INSCX Xxxger and used to solicit approval of the Mergers by the stockholders of Professionals Group and the Voting Members of PPTF, and all other documents to be filed with the SEC or any applicable state securities law regulatory authorities relating to this Agreement or the transactions contemplated by this Agreement (including the Mergers), at the respective times such documents are filed or become effective, and with respect to the Joint Proxy Statement, from the time of mailing to the stockholders of Professionals Group and the Voting Members of PPTF through the period required for the Voting Members of PPTF to perfect dissenters' rights under applicable law, shall, as to all information provided by Professionals Group: (i) comply in all material respects with the provisions of all applicable regulations issued by the SEC pursuant to the Securities Act and the Exchange Act and all other applicable laws and regulations; and (ii) not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact and not omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which have become false or misleading.
Accuracy of Information Supplied. (a) All of the representations and warranties made by PRA in this Agreement, taken together and with the PRA Disclosure Schedule, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements set forth herein and therein, in light of the circumstances in which such statements were made, not misleading. The copies of documents attached to the PRA Disclosure Schedule or otherwise made available to PRA in connection with the transactions contemplated hereby are accurate and complete in all respects.
(b) The S-4 and the Proxy Statement used for the registration and qualification of shares of PRA Common Stock to be issued upon consummation of the Merger and used to solicit approval of the Merger by the stockholders of NCRIC, and all other documents to be filed with the SEC or any applicable state securities law regulatory authorities relating to this Agreement or the transactions contemplated by this Agreement (including the Merger), at the respective times such documents are filed or become effective, shall, as to all information provided by PRA: (i) comply with the Securities Act, the Exchange Act and all other applicable laws and regulations; and (ii) not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact and not omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which have become false or misleading.
Accuracy of Information Supplied. 10 Section 2.15. Proxy Statement.......................................... 10
Accuracy of Information Supplied. To the best knowledge of Best, none of the information supplied or to be supplied by Best to Hiway pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
