Information in Registration Statement. The information, regarding PCI, its subsidiaries and affiliates, included in the Registration Statement referred to in Sections 4.4 and 5.2 of this Agreement will not 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 were made, not misleading.
Information in Registration Statement. The information, regarding Chadmoore, its subsidiaries and affiliates, included in the Registration Statement referred to in Sections 4.4 and 5.2 of this Agreement will not 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 were made, not misleading.
Information in Registration Statement. The information pertaining to ValliCorp and the ValliCorp Subsidiaries which has been or will be furnished to WABC for or on behalf of ValliCorp for inclusion in the Registration Statement or the Proxy Statement does not and will not contain any untrue statement of any material fact or omit or will not 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 are made, not misleading; provided, however, that information as of a later date shall be deemed to modify information as of any earlier date. All financial statements of ValliCorp included in the Proxy Statement will present fairly the consolidated financial condition and results of operations of ValliCorp and its consolidated subsidiaries at the dates and for the periods covered by such statements in accordance with GAAP consistently applied throughout the periods covered by such statements. ValliCorp shall promptly advise WABC in writing if prior to the Effective Time ValliCorp shall obtain knowledge of any facts that would make it necessary to amend the Registration Statement, the Proxy Statement or any Application, or to supplement the prospectus, in order to make the statements therein not misleading or to comply with applicable law. The information pertaining to ValliCorp and the ValliCorp Subsidiaries which has been or will be furnished to WABC on behalf of ValliCorp for inclusion in the applications to be filed to obtain the Government Approvals (the "Applications") was or will -28- 34 be prepared in all material respects in accordance with applicable statutes, regulations and instructions (including regulatory accounting practices) in existence as of the date of filing of the Applications.
Information in Registration Statement. None of the information supplied in writing or to be supplied in writing by the Shareholders, the Conveyed Entities or any of their Subsidiaries for the purpose of inclusion or incorporation by reference in the Registration Statement (the "Registration Statement") to be prepared by, and filed with the SEC, by Republic and the Republic Subsidiaries in respect of the registration of the Republic Common Stock to be issued in connection with the transactions contemplated hereby will, at the time it is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein if necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Information in Registration Statement. Subject to Section 4.23 with respect to the information supplied in writing or to be supplied in writing by the Shareholders, the Conveyed Entities and the Subsidiaries thereof, none of the information included in the Registration Statement will, at the time it is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein if necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Information in Registration Statement. None of the information supplied or to be supplied by Holdings for inclusion in the Registration Statement will at the time it becomes effective, at the time of the initial mailing of the Proxy Statement and any amendments or supplements thereto or at the time of the meeting of the Company's stockholders contemplated by this Agreement contain any untrue statement of a A-22 23 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. The Registration Statement, as of its effective date, will comply as to form in all material respects with the requirements of the Securities Act, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Holdings makes no representations with respect to any statement in the foregoing documents based upon and conforming to information supplied by the Company for inclusion therein. Section 4.17
Information in Registration Statement. None of the information supplied or to be supplied by the Company or any of its Subsidiaries for the purpose of inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement will, at the time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein to make the statements therein, in light of the circumstances under which they were made, not misleading.
Information in Registration Statement. The information supplied or to be supplied by Justice relating to Justice, its Subsidiaries and their respective members, control Persons and Representatives for inclusion in the Registration Statement, any supplements thereto or in any other document filed with any Governmental Entity in connection herewith, shall not at (a) the time the Registration Statement is declared effective or (b) the Merger Effective Time contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Registration Statement (except for such portions thereof that relate only to the Company or its Subsidiaries) shall comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act.
Information in Registration Statement. None of the information supplied or to be supplied by CDI or the Shareholders for inclusion or incorporation by reference in the Registration Statement will, at the time it is filed with the SEC and at the time it becomes effective under the 1933 Act, 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. 4.2.9)
Information in Registration Statement. None of the information supplied or to be supplied by the Sellers or the Acquired Companies in writing specifically for inclusion in any Registration Statement on Form S-1 of Buyer (to the extent that Buyer elects to finance a portion of the Purchase Price through a registered equity offering), at the time it is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, shall 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. Notwithstanding the foregoing, none of the Sellers or the Acquired Companies makes any representation or warranty with respect to any statement made or based upon information supplied by or on behalf of Buyer for inclusion therein.
