Common use of Information in Registration Statement Clause in Contracts

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. 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. The information pertaining to ValliCorp WABC and the ValliCorp WABC Subsidiaries which has been or will be furnished to WABC for or on behalf of ValliCorp for inclusion included in the Registration Statement or the Proxy Statement, excluding any information in the Registration Statement does not and or Proxy Statement provided by ValliCorp, will not contain any untrue statement of any material fact or omit or 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 ValliCorp WABC included in the Proxy Statement will present fairly the consolidated financial condition and results of operations of ValliCorp 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. ValliCorp WABC shall promptly advise WABC ValliCorp in writing if if, prior to the Effective Time ValliCorp 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 ValliCorp WABC and the ValliCorp WABC Subsidiaries which has been or will be furnished to WABC on behalf of ValliCorp for inclusion included in the applications to be filed to obtain Applications, excluding any information in the Government Approvals (the "Applications") Applications provided by ValliCorp, 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. The information ------------------------------------- pertaining to ValliCorp WABC and the ValliCorp WABC Subsidiaries which has been or will be furnished to WABC for or on behalf of ValliCorp for inclusion included in the Registration Statement or the Proxy Statement, excluding any information in the Registration Statement does not and or Proxy Statement provided by ValliCorp, will not contain any untrue statement of any material fact or omit or 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 ValliCorp WABC included in the Proxy Statement will present fairly the consolidated financial condition and results of operations of ValliCorp 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. ValliCorp WABC shall promptly advise WABC ValliCorp in writing if if, prior to the Effective Time ValliCorp 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 ValliCorp WABC and the ValliCorp WABC Subsidiaries which has been or will be furnished to WABC on behalf of ValliCorp for inclusion included in the applications to be filed to obtain Applications, excluding any information in the Government Approvals (the "Applications") Applications provided by ValliCorp, 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.