Common use of Complete and Accurate Disclosure Clause in Contracts

Complete and Accurate Disclosure. Neither this Agreement (insofar as it relates to Xxxxxx, Xxxxxx Common Stock, and the involvement of Xxxxxx in the transactions contemplated hereby) nor any financial statement, schedule (including, without limitation, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx to Premier in connection herewith contains any statement which, at the time and under the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx to Premier in connection with the Registration Statement (as defined in Section 6.1(b)), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fulton Financial Corp), Agreement and Plan of Merger (Premier Bancorp Inc /Pa/)

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Complete and Accurate Disclosure. Neither this Agreement (insofar as it relates to Xxxxxx, Xxxxxx Common Stock, and the involvement of Xxxxxx in the transactions contemplated hereby) nor any financial statement, schedule (including, without limitation, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx to Premier Resource in connection herewith contains any statement which, at the time and under the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx to Premier Resource in connection with the Registration Statement (as defined in Section 6.1(b)), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fulton Financial Corp)

Complete and Accurate Disclosure. Neither this Agreement ------------ -------------------------------- (insofar as it relates to XxxxxxFFC, Xxxxxx FFC Common Stock, and the involvement of Xxxxxx FFC in the transactions contemplated hereby) nor any financial statement, schedule (including, without limitation, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx FFC to Premier SFC in connection herewith contains any statement which, at the time and under the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx FFC to Premier SFC in connection with the Registration Statement (as defined in Section 6.1(b)), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fulton Financial Corp)

Complete and Accurate Disclosure. Neither this Agreement (insofar as it relates to XxxxxxFFC, Xxxxxx FFC Common Stock, and the involvement of Xxxxxx FFC in the transactions contemplated hereby) nor any financial statement, schedule (including, without limitation, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx FFC to Premier SFC in connection herewith contains any statement which, at the time and under the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx FFC to Premier SFC in connection with the Registration Statement (as defined in Section 6.1(b)), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Skylands Financial Corp)

Complete and Accurate Disclosure. Neither this Agreement ------------ -------------------------------- (insofar as it relates to XxxxxxFFC, Xxxxxx FFC Common Stock, and the involvement of Xxxxxx FFC in the transactions contemplated hereby) nor any financial statement, schedule (including, without limitation, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx FFC to Premier DBC in connection herewith contains any statement which, at the time and under the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx FFC to Premier DBC in connection with the Registration Statement (as defined in Section 6.1(b)), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fulton Financial Corp)

Complete and Accurate Disclosure. Neither this Agreement ------------ -------------------------------- (insofar as it relates to XxxxxxFFC, Xxxxxx FFC Common Stock, and the involvement of Xxxxxx FFC in the transactions contemplated hereby) nor any financial statement, schedule (including, without limitation, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx FFC to Premier WNB in connection herewith contains any statement which, at the time and under the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx FFC to Premier WNB in connection with the Registration Statement (as defined in Section 6.1(b)), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Merger Agreement (Fulton Financial Corp)

Complete and Accurate Disclosure. Neither this Agreement (insofar as it relates to XxxxxxFulton, Xxxxxx Fulton Common StockStocx, and the involvement xxx xxx xxvolvement of Xxxxxx Fulton in the transactions contemplated xxxxemplated hereby) nor any financial statement, schedule (including, without limitation, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx Fulton to Premier Somerset in connection connexxxxx herewith contains any statement which, at the time and under the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx Fulton to Premier Somerset in connection connexxxxx with the Registration Statement (as defined in Section 6.1(b)), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SVB Financial Services Inc)

Complete and Accurate Disclosure. Neither this Agreement (insofar as it relates to XxxxxxSun, Xxxxxx Sun Common Stock, Stock and the Sun's involvement of Xxxxxx in the transactions contemplated hereby) nor any financial statement, schedule (including, including without limitation, its Schedules to this Agreementlimitation Schedule II), certificate certificate, or other statement or document delivered by Xxxxxx Sun to Premier FNB and Bucktail Bank in connection herewith contains any statement which, at the time and under in light of the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not materially false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx Sun to Premier FNB and Bucktail Bank in connection with the Registration Statement (as defined in Section 6.1(b)7.1(b) of this Agreement), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made therein not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sun Bancorp Inc)

Complete and Accurate Disclosure. Neither this Agreement (insofar as it relates to XxxxxxBucktail Bank, Xxxxxx Bucktail Common Stock, Stock and the FNB's and Bucktail Bank's involvement of Xxxxxx in the transactions contemplated hereby) nor any financial statement, schedule (including, including without limitation, its Schedules to this Agreementlimitation Schedule I), certificate certificate, or other statement or document delivered by Xxxxxx FNB or Bucktail Bank to Premier Sun and Sun Bank in connection herewith contains any statement which, at the time and under in light of the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not materially false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx FNB and Bucktail Bank to Premier Sun and Sun Bank in connection with the Registration Statement (as defined in Section 6.1(b)7.1(b) of this Agreement), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made therein not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sun Bancorp Inc)

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Complete and Accurate Disclosure. Neither this Agreement ------------ -------------------------------- (insofar as it relates to XxxxxxFFC, Xxxxxx FFC Common Stock, and the involvement of Xxxxxx FFC in the transactions contemplated hereby) nor any financial statement, schedule (including, without limitation, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx FFC to Premier KHG in connection herewith contains any statement which, at the time and under the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx FFC to Premier KHG in connection with the Registration Statement (as defined in Section 6.1(b)), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Exhibit 2 Merger Agreement (Fulton Financial Corp)

Complete and Accurate Disclosure. Neither this Agreement (insofar as it relates to XxxxxxFFC, Xxxxxx FFC Common Stock, and the involvement of Xxxxxx FFC in the transactions contemplated hereby) nor any financial statement, schedule (including, without limitation, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx FFC to Premier DBC in connection herewith contains any statement which, at the time and under the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx FFC to Premier DBC in connection with the Registration Statement (as defined in Section 6.1(b)), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Drovers Bancshares Corp)

Complete and Accurate Disclosure. Neither this Agreement ------------ -------------------------------- (insofar as it relates to XxxxxxWNB, Xxxxxx WIC, WNB Common Stock, WIC Common Stock, and the involvement of Xxxxxx WNB in the transactions contemplated hereby) nor any financial statement, schedule (including, including without limitation, limitation its Schedules to this Agreement), certificate certificate, or other statement or document delivered by Xxxxxx WNB or WIC to Premier FFC in connection herewith contains any statement which, at the time and under in light of the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx WNB and WIC to Premier FFC in connection with the Registration Statement (as defined in Section 6.1(b)) herein), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made therein not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Merger Agreement (Fulton Financial Corp)

Complete and Accurate Disclosure. Neither this Agreement (insofar as it relates to XxxxxxSterling, Xxxxxx Sterling Common Stock, Stock and the Sterling's involvement of Xxxxxx in the transactions contemplated hereby) nor any financial statement, schedule (includingincluding without limitation the Annexes attached hereto, without limitationcertificate, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx Sterling to Premier HBI in connection herewith contains any statement which, at the time and under in light of the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx Sterling to Premier HBI in connection with the Registration Statement (as defined in Section 6.1(b))Statement, both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made therein not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hanover Bancorp Inc)

Complete and Accurate Disclosure. Neither this Agreement ------------ -------------------------------- (insofar as it relates to XxxxxxMiners, Xxxxxx Miners Common Stock, Stock and the Miners's involvement of Xxxxxx in the transactions contemplated hereby) nor any financial statement, schedule (includingschedule, without limitationcertificate, its Schedules to this Agreement), certificate or other statement or document delivered by Xxxxxx Miners to Premier MP Corp. and MP Bank in connection herewith contains any statement which, at the time and under in light of the circumstances under which it is made, is false or misleading with respect to any material fact or omits to state any material fact necessary to make the statements contained herein or therein not false or misleading. In particular, without limiting the generality of the foregoing sentence, the information provided and the representations made by Xxxxxx Miners to Premier MP Corp. and MP Bank in connection with the Registration Statement (as defined in Section 6.1(b)7.1(b) of this Agreement), both at the time such information and representations are provided and made and at the time of the Closing, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made therein not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Mid Penn Bancorp Inc)

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