Common use of Information for Applications and Proxy Solicitation Clause in Contracts

Information for Applications and Proxy Solicitation. To the extent permitted by law, FBC will furnish the Bank with all information concerning FBC and its directors and officers required for inclusion in (i) any application, statement or document to be made or filed by the Bank with any federal or state regulatory or supervisory authority in connection with the matters contemplated by this Agreement (the “Bank Applications”) and (ii) any proxy materials to be furnished to the shareholders of the Bank in connection with their consideration of the Consolidation, this Agreement and the transactions contemplated by this Agreement. All information so furnished shall, to the knowledge of FBC, at the time such information is furnished, be true and correct in all material respects and will not omit any material fact necessary in order to make its statements therein, in light of the circumstances in which they were made, not misleading; provided, that information as of a later date shall be deemed to modify information as of an earlier date. FBC will indemnify and hold harmless the Bank from and against any and all losses, claims, damages, expenses or liabilities to which the Bank may become subject under applicable laws, rules and regulations or otherwise, including expenses incurred in enforcing the rights granted under this Section 7.2, and will reimburse the Bank for any legal or other expenses reasonably incurred by them in connection with investigating, defending or prosecuting any actions whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in any of the Bank Applications or any proxy materials or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, but only insofar as such statement or omission was made in reliance upon and in conformity with information furnished by FBC in writing for use therein.

Information for Applications and Proxy Solicitation. To the extent permitted by law, FBC Bancshares and FPB will furnish the Bank Union with all information concerning FBC Bancshares and its directors and officers FPB required for inclusion in (ia) any application, statement or document to be made or filed by the Bank Union with any federal or state regulatory or supervisory authority in connection with the matters transactions contemplated by this Agreement (during the “Bank Applications”) pendency of this Agreement and (iib) any proxy materials to be furnished to the shareholders of the Bank Union in connection with their consideration of the Consolidation, this Agreement Mergers. Bancshares and the transactions contemplated by this Agreement. All FPB represent and warrant that all information so furnished for such statements and applications shall, to the knowledge best of FBC, at the time such information is furnishedtheir knowledge, be true and correct in all material respects and will not omit without omission of any material fact necessary in order required to be stated to make its statements therein, in light of the circumstances in which they were made, information not misleading; provided, that information as of a later date shall be deemed to modify information as of an earlier date. FBC Bancshares and FPB will indemnify and hold harmless the Bank Union from and against any and all losses, claims, damages, expenses or liabilities to which the Bank Union may become subject under applicable laws, rules and regulations or otherwise, including expenses incurred in enforcing the rights granted under this Section 7.2, and will reimburse the Bank Union for any legal or other expenses reasonably incurred by them Union in connection with investigating, investigating or defending or prosecuting any actions whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in any of the Bank Applications such application or any proxy materials or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, but only insofar as such statement or omission was made in reliance upon and in conformity with information expressly furnished by FBC Bancshares expressly for use therein. Bancshares and FPB agree, upon the request of Union, to furnish to Union a written letter or statement confirming to the best of its knowledge the accuracy of the information with respect to Bancshares and FPB contained in writing any report or other application or statement referred to in Sections 5.1 or 5.2 of this Agreement, and confirming that the information with respect to Bancshares and FPB contained in such document or draft was furnished expressly for use therein or, if such is not the case, indicating the inaccuracies contained in such document or indicating the information not furnished by Bancshares or FPB expressly for use therein.

Information for Applications and Proxy Solicitation. To the extent permitted by law, FBC will furnish the Bank with all information concerning FBC and its directors and officers required for inclusion in (i) any application, statement or document to be made or filed by the Bank with any federal or state regulatory or supervisory authority in connection with the matters contemplated by this Agreement (the “Bank Applications”) and (ii) any proxy materials to be furnished to the shareholders of the Bank in connection with their consideration of the Consolidation, this Agreement and the transactions contemplated by this AgreementMerger. All information so furnished shall, to the knowledge of FBC, at the time such information is furnished, be true and correct in all material respects and will not omit any material fact necessary in order to make its statements therein, in light of the circumstances in which they were made, not misleading; provided, that information as of a later date shall be deemed to modify information as of an earlier date. FBC will indemnify and hold harmless the Bank from and against any and all losses, claims, damages, expenses or liabilities to which the Bank may become subject under applicable laws, rules and regulations or otherwise, including expenses incurred in enforcing the rights granted under this Section 7.26.2, and will reimburse the Bank for any legal or other expenses reasonably incurred by them in connection with investigating, defending or prosecuting any actions whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in any of the Bank Applications or any proxy materials or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, but only insofar as such statement or omission was made in reliance upon and in conformity with information furnished by FBC in writing for use therein.

Information for Applications and Proxy Solicitation. To the --------------------------------------------------- extent permitted by law, FBC Paradigm will furnish the Bank DSB with all information concerning FBC and its directors and officers Paradigm required for inclusion in (ia) any application, statement or document to be made or filed by the Bank DSB with any federal or state regulatory or supervisory authority in connection with the matters transactions contemplated by this Agreement (during the “Bank Applications”) pendency of this Agreement and (iib) any proxy materials to be furnished to the shareholders of the Bank DSB in connection with their consideration of the Consolidation, this Agreement Merger. Paradigm represents and the transactions contemplated by this Agreement. All warrants that all information so furnished for such statements and applications shall, to the knowledge best of FBC, at the time such information is furnishedits knowledge, be true and correct in all material respects and will not omit without omission of any material fact necessary in order required to be stated to make its statements therein, in light of the circumstances in which they were made, information not misleading; provided, that information as of a later date shall be deemed to modify information as of an earlier date. FBC Paradigm will indemnify and hold harmless the Bank DSB from and against any and all losses, claims, damages, expenses or liabilities to which the Bank DSB may become subject under applicable laws, rules and regulations or otherwise, including expenses incurred in enforcing the rights granted under this Section 7.2, and will reimburse the Bank DSB for any legal or other expenses reasonably incurred by them DSB in connection with investigating, investigating or defending or prosecuting any actions whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in any of the Bank Applications such application or any proxy materials or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, but only insofar as such statement or omission was made in reliance upon and in conformity with information expressly furnished by FBC Paradigm expressly for use therein. Paradigm agrees, upon the request of DSB, to furnish to DSB a written letter or statement confirming to the best of its knowledge the accuracy of the information with respect to Paradigm contained in writing any report or other application or statement referred to in Sections 5.1 or 5.2 of this Agreement, and confirming that the information with respect to Paradigm contained in such document or draft was furnished expressly for use therein or, if such is not the case, indicating the inaccuracies contained in such document or indicating the information not furnished by Paradigm expressly for use therein.