Common use of Accuracy of Information Supplied Clause in Contracts

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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus (except for such portions thereof that relate only to Humboldt and its Subsidiaries) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. 3.7.3 Tehama has delivered or will deliver to Humboldt copies of: (a) the audited balance sheets of Tehama Bank as of December 31, 1999, 1998 and 1997 and the related statements of income, changes in shareholders' equity and cash flows for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx LLP, independent public accountants (the "Tehama Financial Statements"), and Tehama will hereafter until the Closing Date deliver to Humboldt copies of additional financial statements of Tehama and its Subsidiaries as provided in Sections 5.1.1(iii) and 6.1.11(iii). The Tehama 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 Tehama and its Subsidiaries, including Tehama Bank, 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, Tehama has delivered or made available to Humboldt copies of all management or other letters delivered to Tehama or Tehama Bank by its independent accountants in connection with any of the Tehama Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank issued at any time since January 1, 1997, and will make available for inspection by Humboldt or its representatives, at such times and places as Humboldt may reasonably request, reports and working papers produced or developed by such accountants or consultants.

Accuracy of Information Supplied. 3.7.1 No representation or warranty (a) To the best knowledge of Tehama contained herein or any statementPPTF, 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 PPTF or its Subsidiaries, including Tehama Bank, the PPTF Subsidiary to Humboldt hereunder Professionals Group pursuant to the best of Tehama's Knowledge 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. 3.7.2 None (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 information supplied or INSCX Xxxger and used to be supplied solicit approval of the Mergers by Tehama or relating to Tehama the stockholders of Professionals Group and approved by Tehama which is included or incorporated by reference in (i) the Registration Statement on Form S-4 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 Humboldt in connection with the issuance of shares of Humboldt Common Stock in the Merger this Agreement (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") willMergers), at the time the Registration Statement becomes effective under the Securities Actrespective times such documents are filed or become effective, contain any untrue statement of a material fact or omit and with respect 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 time of mailing to shareholders the stockholders of Tehama Professionals Group and the Voting Members of PPTF through the date period required for the Voting Members of the meeting of shareholders of Tehama PPTF to be held in connection with the Mergerperfect dissenters' rights under applicable law, contain any untrue statement of a material fact or omit shall, as 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 all information provided by PPTF: (iiii) 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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus (except for such portions thereof that relate only to Humboldt and its Subsidiaries) will 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 rules time and regulations thereunder. 3.7.3 Tehama has delivered in light of the circumstances under which it is made, is false or will deliver misleading with respect to Humboldt copies of: (a) any material fact and not omit to state any material fact necessary in order to make the audited balance sheets statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of Tehama Bank as of December 31, 1999, 1998 and 1997 and the related statements of income, changes in shareholders' equity and cash flows a proxy for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx LLP, independent public accountants (the "Tehama Financial Statements"), and Tehama will hereafter until the Closing Date deliver to Humboldt copies of additional financial statements of Tehama and its Subsidiaries as provided in Sections 5.1.1(iii) and 6.1.11(iii). The Tehama Financial Statements same meeting or subject matter which have been prepared (and all of said additional financial statements will be prepared) in accordance with GAAP, become false 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 Tehama and its Subsidiaries, including Tehama Bank, 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, Tehama has delivered or made available to Humboldt copies of all management or other letters delivered to Tehama or Tehama Bank by its independent accountants in connection with any of the Tehama Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank issued at any time since January 1, 1997, and will make available for inspection by Humboldt or its representatives, at such times and places as Humboldt may reasonably request, reports and working papers produced or developed by such accountants or consultantsmisleading.

Accuracy of Information Supplied. 3.7.1 4.7.1 No representation or warranty of Tehama Humboldt contained herein or any statement, schedule, exhibit or certificate given or to be given by or on behalf of Tehama Humboldt or any of its Subsidiaries, including Tehama Humboldt Bank, Capitol Valley Bank and Capitol Thrift & Loan, to Humboldt Tehama in connection herewith and none of the information supplied or to be supplied by Tehama Humboldt or any of its Subsidiaries, including Tehama Humboldt Bank, Capitol Valley Bank and Capitol Thrift & Loan, to Humboldt Tehama hereunder to the best of TehamaHumboldt'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 4.7.2 None of the information supplied or to be supplied by Tehama Humboldt or relating to Tehama Humboldt and approved by Tehama Humboldt Bank, Capitol Valley Bank and Capitol Thrift & Loan, 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 Humboldt through the date of the meeting of shareholders of Tehama Humboldt 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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus Registration Statement (except for such portions thereof that relate only to Humboldt Tehama and its Subsidiaries) will comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. 3.7.3 Tehama 4.7.3 Humboldt has delivered or will deliver to Humboldt Tehama copies of: (a) the audited balance sheets of Tehama Bank Humboldt and its Subsidiaries as of December 31, 1999, 1998 and 1997 and the related statements of income, changes in shareholders' equity and cash flows for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx LLPXxxxxxxxxx & Co., independent public accountants (the "Tehama Humboldt Financial Statements"), and Tehama Humboldt will hereafter until the Closing Date deliver to Humboldt Tehama copies of additional financial statements of Tehama and its Subsidiaries Humboldt as provided in Sections Section 5.1.1(iii) and 6.1.11(iii). The Tehama Humboldt Financial Statements have been prepared (and all of said additional financial statements will be prepared) in accordance with GAAP, or applicable regulatory accounting principles 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 Tehama Humboldt and its Subsidiaries, including Tehama Bank, Subsidiaries 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, Tehama Humboldt has delivered or made available to Humboldt Tehama copies of all management or other letters delivered to Tehama or Tehama Bank Humboldt by its independent accountants in connection with any of the Tehama Humboldt Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank Humboldt issued at any time since January 1, 1997, and will make available for inspection by Humboldt Tehama or its representatives, at such times and places as Humboldt Tehama may reasonably request, reports and working papers produced or developed by such accountants or consultants.

Accuracy of Information Supplied. 3.7.1 4.6.1 No representation or warranty of Tehama Bancshares and USB contained herein or any statement, schedule, exhibit or certificate given or to be given by or on behalf of Tehama Bancshares or any of its Subsidiaries, including Tehama Bank, Subsidiaries to Humboldt Legacy in connection herewith and none of the information supplied or to be supplied by Tehama or its Subsidiaries, including Tehama Bank, Bancshares to Humboldt Legacy 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 4.6.2 None of the information supplied or to be supplied by Tehama Bancshares or relating to Tehama and approved by Tehama Bancshares 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 Bancshares 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 Legacy through the date of the meeting of shareholders of Tehama Legacy 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 Bancshares 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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus Registration Statement (except for such portions thereof that relate only to Humboldt and its SubsidiariesLegacy) will comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderthere under. 3.7.3 Tehama 4.6.3 Bancshares has delivered or will deliver to Humboldt Legacy copies of: (a) of the audited balance sheets of Tehama Bank as of December 31, 1999, 1998 and 1997 and the related statements of income, changes in shareholders' equity and cash flows for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx LLP, independent public accountants (the "Tehama Bancshares Financial Statements"), and Tehama will hereafter until the Closing Date deliver to Humboldt copies of additional financial statements of Tehama and its Subsidiaries as provided in Sections 5.1.1(iii) and 6.1.11(iii). The Tehama Bancshares Financial Statements have been prepared (and all of said additional financial statements will be prepared) in accordance with GAAP, or applicable regulatory accounting principles 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 Tehama Bancshares and its Subsidiaries, including Tehama Bank, Subsidiaries 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, Tehama has delivered or made available to Humboldt copies of all management or other letters delivered to Tehama or Tehama Bank by its independent accountants in connection with any of the Tehama Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank issued at any time since January 1, 1997, and will make available for inspection by Humboldt or its representatives, at such times and places as Humboldt may reasonably request, reports and working papers produced or developed by such accountants or consultants.

Accuracy of Information Supplied. 3.7.1 4.6.1 No representation or warranty of Tehama Western contained herein or any statement, schedule, exhibit or certificate given or to be given by or on behalf of Tehama Western or any of its Subsidiaries, including Tehama Bank, Subsidiaries to Humboldt Auburn in connection herewith and none of the information supplied or to be supplied by Tehama Western or any of its Subsidiaries, including Tehama Bank, Subsidiaries to Humboldt Auburn hereunder to the best of Tehama's Western’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 4.6.2 None of the information supplied or to be supplied by Tehama Western or relating to Tehama and approved by Tehama Western which is included or incorporated by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC by Humboldt Western in connection with the issuance of shares of Humboldt Western 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 Auburn through the date of the meeting of shareholders of Tehama Auburn 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 Western 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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus Registration Statement (except for such portions thereof that relate only to Humboldt Auburn and its Subsidiaries) will comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. 3.7.3 Tehama 4.6.3 Western has delivered or will deliver to Humboldt Auburn copies of: (a) the audited balance sheets of Tehama Bank Western and its Subsidiaries as of December 31, 19992002, 1998 2001 and 1997 2000 and the related statements of income, changes in shareholders' ’ equity and cash flows for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx LLP, independent public accountants (the "Tehama “Western Financial Statements"”), and Tehama Western will hereafter until the Closing Date deliver to Humboldt Auburn copies of additional financial statements of Tehama and its Subsidiaries Western as provided in Sections Section 5.1.1(iii) and 6.1.11(iii). The Tehama Western Financial Statements have been prepared (and all of said additional financial statements will be prepared) in accordance with GAAP, or applicable regulatory accounting principles 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 Tehama Western and its Subsidiaries, including Tehama Bank, Subsidiaries 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, Tehama Western has delivered or made available to Humboldt Auburn copies of all management or other letters delivered to Tehama or Tehama Bank Western by its independent accountants in connection with any of the Tehama Western Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank Western issued at any time since January 1, 19972000, and will make available for inspection by Humboldt Auburn or its representatives, at such times and places as Humboldt Auburn may reasonably request, reports and working papers produced or developed by such accountants or consultants.

Accuracy of Information Supplied. 3.7.1 No representation or warranty of Tehama Auburn contained herein or any statement, schedule, exhibit or certificate given or to be given by or on behalf of Tehama Auburn or any of its Subsidiaries, including Tehama AC Bank, to Humboldt Western in connection herewith and none of the information supplied or to be supplied by Tehama Auburn or its Subsidiaries, including Tehama AC Bank, to Humboldt Western hereunder to the best of Tehama's Auburn’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 Auburn or relating to Tehama Auburn and approved by Tehama Auburn which is included or incorporated by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC by Humboldt Western in connection with the issuance of shares of Humboldt Western Common Stock in the Merger (including the Joint Proxy Statement of Humboldt and Tehama Auburn and the Prospectus of Humboldt Western ("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 Auburn through the date of the meeting of shareholders of Tehama Auburn 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 Western 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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus (except for such portions thereof that relate only to Humboldt Western and its Subsidiaries) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. 3.7.3 Tehama Auburn has delivered or will deliver to Humboldt Western copies of: (a) the audited balance sheets of Tehama AC Bank as of December 31, 19992002, 1998 2001 and 1997 2000 and the related statements of income, changes in shareholders' ’ equity and cash flows for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx LLP, independent public accountants (the "Tehama “Auburn Financial Statements"”), and Tehama Auburn will hereafter until the Closing Date deliver to Humboldt Western copies of additional financial statements of Tehama Auburn and its Subsidiaries as provided in Sections 5.1.1(iii) and 6.1.11(iii). The Tehama Auburn 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 Tehama and its Subsidiaries, including Tehama Bank, 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, Tehama has delivered or made available to Humboldt copies of all management or other letters delivered to Tehama or Tehama Bank by its independent accountants in connection with any of the Tehama Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank issued at any time since January 1, 1997, and will make available for inspection by Humboldt or its representatives, at such times and places as Humboldt may reasonably request, reports and working papers produced or developed by such accountants or consultants.will

Accuracy of Information Supplied. 3.7.1 No representation or warranty of Tehama GLOBAL and CAPITOL contained herein or any statement, schedule, exhibit or certificate given or to be given by or on behalf of Tehama GLOBAL or any of its Subsidiaries, including Tehama Bank, to Humboldt BANCORP in connection herewith and none of the information supplied or to be supplied by Tehama GLOBAL or its Subsidiaries, including Tehama Bank, Subsidiaries to Humboldt BANCORP hereunder to the best of Tehama's Knowledge contains or will contain any untrue statement of material fact or omit omits 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 GLOBAL or relating to Tehama and approved by Tehama GLOBAL which is included or incorporated incorporation by reference in (i) the Registration Statement on Form S-1 to be filed with the SEC by BANCORP in connection with the BANCORP Public Offering of common stock and the Registration Statement on Form S-4 to be filed with the SEC by Humboldt BANCORP in connection with the issuance of shares of Humboldt BANCORP Common Stock in the Merger merger of GLOBAL with and into BANK (including the Joint Proxy Statement of Humboldt and Tehama GLOBAL and the Prospectus of Humboldt BANCORP ("Joint Proxy Statement/Prospectus") constituting a part thereof), (the Registration Statement on Form S-1 and the Registration Statement on Form S-4 are collectively referred to herein as the "Registration StatementStatements") will, at the time that each of the Registration Statement becomes Statements become 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 GLOBAL through the date of the meeting of shareholders of Tehama GLOBAL to be held in connection with the MergerMergers, 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 Mergermerger, the issuance of any shares of Humboldt BANCORP Common Stock in connection with the Mergermerger of GLOBAL with and into BANK, or any Requisite Regulatory Approvals willwill in connection with the Mergers, 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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus (except for such portions thereof that relate only to Humboldt BANCORP and its Subsidiaries) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. 3.7.3 Tehama GLOBAL has delivered or will deliver to Humboldt BANCORP copies of: (a) of the audited balance sheets of Tehama Bank GLOBAL and its Subsidiaries as of December 31, 19991998, 1998 1997 and 1997 1996 and the related statements of income, changes in shareholders' equity and cash flows for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx LLPXxxxxxxx & Co., independent public accountants (the "Tehama GLOBAL Financial Statements"), and Tehama GLOBAL will hereafter until the Closing Date deliver to Humboldt BANCORP copies of additional financial statements of Tehama and its Subsidiaries GLOBAL as provided in Sections 5.1.1(iii) and 6.1.11(iii). The Tehama GLOBAL Financial Statements have been prepared (and all of said additional financial statements will be prepared) in accordance with GAAP, or applicable regulatory accounting principles 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 Tehama GLOBAL and its Subsidiaries, including Tehama Bank, Subsidiaries 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, Tehama GLOBAL has delivered or made available to Humboldt BANCORP copies of all management or other letters delivered to Tehama or Tehama Bank GLOBAL by its independent accountants in connection with any of the Tehama GLOBAL Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank GLOBAL issued at any time since January 1, 19971996, and will make available for inspection by Humboldt BANCORP or its representatives, at such times and places as Humboldt BANCORP may reasonably request, reports and working papers produced or developed by such accountants or consultants.

Accuracy of Information Supplied. 3.7.1 No representation (a) None of the representations and warranties made by PIC WISCONSIN in this Agreement, taken together and with the PIC WISCONSIN Disclosure Schedule, contains an untrue statement of a material fact or warranty omits to state a material fact necessary in order to make the statements set forth herein and therein, in light of Tehama contained herein the circumstances in which such statements were made, not misleading. The copies of documents attached to the PIC WISCONSIN Disclosure Schedule or any statement, schedule, exhibit or certificate given or otherwise made available to be given by or on behalf of Tehama or any of its Subsidiaries, including Tehama Bank, to Humboldt PIC WISCONSIN in connection herewith with the transactions contemplated hereby are accurate and none of the complete in all respects. (b) The information supplied or to be supplied by Tehama or its Subsidiarieson behalf of PIC WISCONSIN for inclusion or incorporation by reference in the Proxy Statement and the S-4 will not, including Tehama Bankon the date of their filing, to Humboldt hereunder to or in the best case of Tehama's Knowledge contains the S-4, at the time it becomes effective under the Securities Act, or will on the date the Proxy Statement is mailed or at the time of the PIC WISCONSIN shareholders' meeting, contain any untrue statement of a 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 . The Proxy Statement of Humboldt and Tehama and the Prospectus of Humboldt ("Joint Proxy Statement/Prospectus") constituting a part thereofS-4, to the "Registration Statement") willextent they include information regarding PIC WISCONSIN, 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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus (except for such portions thereof that relate only to Humboldt and its Subsidiaries) will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. 3.7.3 Tehama has delivered or will deliver to Humboldt copies of: (a) . Notwithstanding the audited balance sheets foregoing provisions of Tehama Bank as of December 31, 1999, 1998 and 1997 and the related statements of income, changes in shareholders' equity and cash flows for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx LLP, independent public accountants (the "Tehama Financial Statements"this Section 4.26(b), and Tehama will hereafter until the Closing Date deliver no representation or warranty is made by PIC WISCONSIN with respect to Humboldt copies of additional financial information or statements of Tehama and its Subsidiaries as provided in Sections 5.1.1(iii) and 6.1.11(iii). The Tehama Financial Statements have been prepared (and all of said additional financial statements will be prepared) in accordance with GAAP, made or applicable regulatory accounting principles applied on a consistent basis during the periods involved (except as may be indicated incorporated by reference in the notes thereto) consistently followed throughout S-4 or the periods covered Proxy Statement which were not supplied by such statements, and present (and, when prepared, will present) fairly the financial position or on behalf of Tehama and its Subsidiaries, including Tehama Bank, 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, Tehama has delivered or made available to Humboldt copies of all management or other letters delivered to Tehama or Tehama Bank by its independent accountants in connection with any of the Tehama Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank issued at any time since January 1, 1997, and will make available for inspection by Humboldt or its representatives, at such times and places as Humboldt may reasonably request, reports and working papers produced or developed by such accountants or consultantsPIC WISCONSIN.

Accuracy of Information Supplied. 3.7.1 4.6.1 No representation or warranty of Tehama CVCB contained herein or any statement, schedule, exhibit or certificate given or to be given by or on behalf of Tehama CVCB or any of its Subsidiaries, including Tehama Bank, Subsidiaries to Humboldt BMC in connection herewith and none of the information supplied or to be supplied by Tehama CVCB or any of its Subsidiaries, including Tehama Bank, Subsidiaries to Humboldt BMC hereunder to the best of Tehama's CVCB’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 4.6.2 None of the information supplied or to be supplied by Tehama CVCB or relating to Tehama and approved by Tehama CVCB which is included or incorporated by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC by Humboldt CVCB in connection with the issuance of shares of Humboldt CVCB 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 BMC through the date of the meeting of shareholders of Tehama BMC 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 CVCB 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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus Registration Statement (except for such portions thereof that relate only to Humboldt BMC and its Subsidiaries) will comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. 3.7.3 Tehama 4.6.3 CVCB has delivered or will deliver to Humboldt BMC copies of: (a) the audited balance sheets of Tehama Bank CVCB and its Subsidiaries as of December 31, 19992003, 1998 2002 and 1997 2001 and the related statements of income, changes in shareholders' ’ equity and cash flows for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx LLP, independent public accountants (the "Tehama “CVCB Financial Statements"”), and Tehama CVCB will hereafter until the Closing Date deliver to Humboldt BMC copies of additional financial statements of Tehama and its Subsidiaries CVCB as provided in Sections Section 5.1.1(iii) and 6.1.11(iii). The Tehama CVCB Financial Statements have been prepared (and all of said additional financial statements will be prepared) in accordance with GAAP, or applicable regulatory accounting principles 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 Tehama CVCB and its Subsidiaries, including Tehama Bank, Subsidiaries 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, Tehama CVCB has delivered or made available to Humboldt BMC copies of all management or other letters delivered to Tehama or Tehama Bank CVCB by its independent accountants in connection with the audit of any of the Tehama CVCB Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank CVCB issued at any time since January 1, 19972000, and will make available for inspection by Humboldt BMC or its representatives, at such times and places as Humboldt BMC may reasonably request, reports and working papers produced or developed by such accountants or consultants.

Accuracy of Information Supplied. 3.7.1 No representation or warranty of Tehama BMC contained herein or any statement, schedule, exhibit or certificate given or to be given by or on behalf of Tehama BMC to CVCB or any of its Subsidiaries, including Tehama Bank, to Humboldt CVC Bank in connection herewith and none of the information supplied or to be supplied by Tehama BMC to CVCB or its Subsidiaries, including Tehama Bank, to Humboldt CVC Bank hereunder to the best of Tehama's BMC’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 BMC or relating to Tehama BMC and approved by Tehama BMC which is included or incorporated by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC by Humboldt CVCB in connection with the issuance of shares of Humboldt CVCB Common Stock in the Merger (including the Joint Proxy Statement of Humboldt and Tehama BMC and the Prospectus of Humboldt CVCB ("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 BMC through the date of the meeting of shareholders of Tehama BMC 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 CVCB 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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus (except for that BMC makes no representations or warranties relating to such portions thereof that relate only to Humboldt CVCB and its Subsidiaries) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. 3.7.3 Tehama BMC has delivered or will deliver to Humboldt CVCB copies of: (a) the audited balance sheets of Tehama Bank BMC as of December 31, 19992003, 1998 2002 and 1997 2001 and the related statements of income, changes in shareholders' ’ equity and cash flows for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx Vavrinek, Trine, Day & Co., LLP, independent public accountants (the "Tehama “BMC Financial Statements"”), and Tehama BMC will hereafter until the Closing Date deliver to Humboldt CVCB copies of additional financial statements of Tehama and its Subsidiaries BMC as provided in Sections 5.1.1(iii) and 6.1.11(iii). The Tehama BMC Financial Statements have been prepared (and all of said additional financial statements will be prepared) in accordance with GAAP, or applicable regulatory accounting principles 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 Tehama and its Subsidiaries, including Tehama BankBMC, 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, Tehama BMC has delivered or made available to Humboldt CVCB copies of all management or other letters delivered to Tehama or Tehama Bank BMC by its independent accountants in connection with the audit of any of the Tehama BMC Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank BMC issued at any time since January 1, 19972000, and will make available for inspection by Humboldt CVCB or its representatives, at such times and places as Humboldt CVCB may reasonably request, reports and working papers produced or developed by such accountants or consultants. BMC has no liabilities (whether accrued, contingent, or otherwise) that are not disclosed on the BMC Financial Statements, other than liabilities which would not have a Material Adverse Effect, and there have been no problems with BMC’s internal controls or internal compliance procedures and systems known to BMC or identified by accountants or consultants that as of the date hereof remain uncorrected.

Accuracy of Information Supplied. 3.7.1 4.7.1 No representation or warranty of Tehama BANCORP contained herein or any statement, schedule, exhibit or certificate given or to be given by or on behalf of Tehama BANCORP or any of its Subsidiaries, including Tehama BankBANK, to Humboldt GLOBAL in connection herewith and none of the information supplied or to be supplied by Tehama BANCORP or any of its Subsidiaries, including Tehama BankBANK, to Humboldt GLOBAL 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 4.7.2 None of the information supplied or to be supplied by Tehama BANCORP or relating to Tehama BANCORP and approved by Tehama BANK which is included or incorporated by reference in (i) the Registration Statement on Form S-4 Statements to be filed with the SEC by Humboldt BANCORP in connection with the BANCORP Public Offering of common stock by BANCORP and the issuance of shares of Humboldt BANCORP 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") Mergers will, at the time the Registration Statement becomes Statements become 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 GLOBAL through the date of the meeting of shareholders of Tehama GLOBAL to be held in connection with the MergerMergers, 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 MergerMergers, the issuance of any shares of Humboldt BANCORP Common Stock in connection with the MergerMergers, or any Requisite Regulatory Approvals in connection with the Mergers 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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus (except for such portions thereof that relate only to Humboldt and its Subsidiaries) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. 3.7.3 Tehama 4.7.3 BANCORP has delivered or will deliver to Humboldt GLOBAL copies of: (a) the audited balance sheets of Tehama Bank BANCORP and its Subsidiaries as of December 31, 19991998, 1998 1997 and 1997 1996 and the related statements of income, changes in shareholders' equity and cash flows for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx LLPXxxxxxxxxx & Company, independent public accountants (the "Tehama BANCORP Financial Statements"), and Tehama BANCORP will hereafter until the Closing Date deliver to Humboldt GLOBAL copies of additional financial statements of Tehama and its Subsidiaries BANCORP as provided in Sections Section 5.1.1(iii) and 6.1.11(iii). The Tehama BANCORP Financial Statements have been prepared (and all of said additional financial statements will be prepared) in accordance with GAAP, or applicable regulatory accounting principles 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 Tehama BANCORP and its Subsidiaries, including Tehama Bank, Subsidiaries 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, Tehama BANCORP has delivered or made available to Humboldt GLOBAL copies of all management or other letters delivered to Tehama or Tehama Bank BANCORP by its independent accountants in connection with any of the Tehama BANCORP Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank BANCORP issued at any time since January 1, 19971995, and will make available for inspection by Humboldt GLOBAL or its representatives, at such times and places as Humboldt GLOBAL may reasonably request, reports and working papers produced or developed by such accountants or consultants. 4.7.4 Notwithstanding anything set forth elsewhere in the Agreement no due diligence examination of BANCORP or BANK conducted by or on behalf of GLOBAL and CAPITOL either prior or subsequent to execution of this Agreement, shall have any effect whatsoever on the representations of BANCORP or BANK in this Section 4 or in any other section of this Agreement.

Accuracy of Information Supplied. 3.7.1 No representation or warranty of Tehama Legacy 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, Legacy to Humboldt Bancshares in connection herewith and none of the information supplied or to be supplied by Tehama or its Subsidiaries, including Tehama Bank, Legacy to Humboldt Bancshares 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 Legacy or relating to Tehama Legacy and approved by Tehama Legacy which is included or incorporated by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC by Humboldt Bancshares in connection with the issuance of shares of Humboldt Bancshares Common Stock in the Merger (including the Joint Proxy Statement of Humboldt and Tehama Legacy and the Prospectus of Humboldt Bancshares ("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 Legacy through the date of the meeting of shareholders of Tehama Legacy 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 Bancshares 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 light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus (except for such portions thereof that relate only to Humboldt Bancshares and its Subsidiaries) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderthere under. 3.7.3 Tehama Legacy has delivered or will deliver to Humboldt Bancshares copies of: (a) of the audited balance sheets of Tehama Bank as of December 31, 1999, 1998 and 1997 and the related statements of income, changes in shareholders' equity and cash flows for the years then ended and the related notes to such financial statements, all as audited by Xxxxx-Xxxxx LLP, independent public accountants (the "Tehama Legacy Financial Statements"), and Tehama Legacy will hereafter until the Closing Date deliver to Humboldt Bancshares copies of additional financial statements of Tehama and its Subsidiaries Legacy as provided in Sections 5.1.1(iii) and 6.1.11(iii). The Tehama Legacy 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 Tehama and its Subsidiaries, including Tehama Bank, Legacy 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, Tehama Legacy has delivered or made available to Humboldt Bancshares copies of all management or other letters delivered to Tehama or Tehama Bank Legacy by its independent accountants in connection with any of the Tehama Legacy Financial Statements or by such accountants or any consultant regarding the internal controls or internal compliance procedures and systems of Tehama or Tehama Bank Legacy issued at any time since January 1, 19972003, and will make available for inspection by Humboldt Bancshares or its representatives, at such times and places as Humboldt Bancshares may reasonably request, reports and working papers produced or developed by such accountants or consultants.