Information in Registration Statement Clause Samples

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 WABC and the WABC Subsidiaries which will be included in the Registration Statement or the Proxy Statement, excluding any information in the Registration Statement or Proxy Statement provided by ValliCorp, will not contain any untrue statement of any material fact and 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 WABC included in the Proxy Statement will present fairly the consolidated financial condition and results of operations of WABC 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. WABC shall promptly advise ValliCorp in writing if, prior to the Effective Time, WABC 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 WABC and the WABC Subsidiaries which will be included in the Applications, excluding any information in the Applications provided by ValliCorp, was or will 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 NOW or any Shareholder for inclusion or incorporation by reference in any registration statement filed in connection with this Agreement will, at the time such registration statement 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 or necessary to make the statements therein, in light of the circumstances under which they are 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 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.

Information in Registration Statement. The information supplied or to be supplied by the Company relating to the Company, its Subsidiaries and their respective stockholders, 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 Justice 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 Majority Stockholder for the express purpose of inclusion or incorporation by reference in (a) the Registration Statement and (b) any other documents to be filed with the Securities and Exchange Commission (the "SEC") in connection with the transactions contemplated hereby will, at the respective times such documents are filed, and, in the case of the Registration Statement, when it becomes effective, cause the Registration Statement to contain any untrue statement of a material fact, or omit to state any material fact necessary in order 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 any of the Sellers or Wohlers, in writing, expressly for the purpose of inclusion or incorporation by reference in any registration statement to be filed with the Securities and Exchange Commission ("SEC") by MMC in respect of registration of MMC Stock to be issued in connection with the transactions contemplated by the Agreement or the Registration Rights Agreement (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 to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Sellers and Wohlers makes no representation and warranty with respect to any information related to periods commencing on or after the Closing.