Common use of Statements True and Correct Clause in Contracts

Statements True and Correct. None of the information supplied or to be supplied by Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or any other Regulatory Authority 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 and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. All documents that Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply in all material respects with the provisions of applicable law including applicable provisions of the Securities Laws.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements contained therein not misleading. None of the information supplied or to be supplied by Warrantor Bancshares or the Bank for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or any other Regulatory Authority 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 and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. All documents that Warrantor Bancshares or the Bank is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law including applicable provisions of the Securities Lawslaw.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Warrantor any PURCHASER Company or any Affiliate thereof for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made made, not misleading. All documents that Warrantor any PURCHASER Company or any Affiliate thereof is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law including applicable provisions of the Securities LawsLaw.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor Subject Company for inclusion in (i) the Registration StatementStatement to be filed by Parent with the SEC will, (ii) when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Subject Company for inclusion in the Proxy StatementStatement to be mailed to Subject Company's shareholders in connection with the Shareholders' Meeting, and (iii) any other documents to be filed by Subject Company with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of PFSLSubject Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingShareholders' Meeting. All documents that Warrantor is Subject Company or the Subject Company Subsidiaries are responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law including applicable provisions of the Securities LawsLaw.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor First National for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents Statement to be filed by FBI with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the case of when the Registration Statement, when it Statement becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSLeffective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading. None of the information supplied by First National for inclusion in the Proxy Statement to be mailed to First National's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by a First National with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of First National, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingShareholders' Meeting. All documents that Warrantor First National is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law including applicable provisions of the Securities LawsLaw.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor BBI for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) proxy statement/prospectus or any other documents document to be filed with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, and with respect to the Proxy Statementproxy statement/prospectus, when first mailed to the stockholders of PFSLFNB shareholders, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement proxy statement/prospectus or any amendment thereof or supplement thereto, at the time of the Stockholders FNB Shareholders' Meeting or BBI Shareholders' Meeting, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingFNB Shareholders' Meeting. All documents that Warrantor BBI is responsible for filing with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law law, including applicable provisions of the Securities Lawsfederal and state securities law.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor SWVA for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) /Prospectus or any other documents document to be filed with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of PFSLSWVA shareholders, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Stockholders SWVA Shareholders' Meeting, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingSWVA Shareholders' Meeting. All documents that Warrantor SWVA is responsible for filing with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law law, including applicable provisions of the Securities Lawsfederal and state securities law.

Statements True and Correct. Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any TPB Company or any Affiliate thereof to Parent pursuant to this Agreement, including the Exhibit and Schedules hereto, or any other document, agreement or instrument referred to herein, contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Warrantor any TPB Company or any Affiliate thereof for inclusion in the documents to be prepared by Parent in connection with the Transaction, including, without limitation: (ia) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or SEC; (b) documents to be provided to the Transaction Shareholders; (c) Filings pursuant to any other Regulatory Authority state securities Laws; and (d) Filings made in connection with the transactions contemplated hereby, willobtaining of Consents from Regulatory Authorities, at the respective times time at which such documents are filed, and, in filed with a Regulatory Authority and/or at the case of the Registration Statement, when it becomes effective and, with respect time at which they are distributed to the Proxy StatementTransaction Shareholders, when first mailed to the stockholders contains or will contain any untrue statement of PFSL, be false a material fact or misleading with respect to any material fact, or omit fails to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made made, not misleading. All documents that Warrantor any TPB Company is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement Transaction will comply as to form in all material respects with the provisions of applicable law including applicable provisions of the Securities LawsLaw.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor any Mutual Company regarding Mutual for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents Statement to be filed by UPC with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the case of when the Registration Statement, when it Statement becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSLeffective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary in order to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of 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 were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Stockholders' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated therein or necessary to make correct any Material statement in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingStockholders' Meeting. All documents that Warrantor any Mutual Company is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material Material respects with the provisions of applicable law including applicable provisions of the Securities LawsLaw.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or any other Regulatory Authority 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 and, with respect to the Proxy Statement, when first mailed to the stockholders shareholders of PFSLTSH, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. All documents that Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger this Agreement will comply in all material respects with the provisions of applicable law including applicable provisions of the Securities Laws.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor FNB for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) proxy statement/prospectus or any other documents document to be filed with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, and with respect to the Proxy Statementproxy statement/prospectus, when first mailed to the stockholders of PFSLBBI shareholders, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement proxy statement/prospectus or any amendment thereof or supplement thereto, at the time of the Stockholders BBI Shareholders' Meeting or FNB Shareholders' Meeting, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingBBI Shareholders' Meeting. All documents that Warrantor FNB is responsible for filing with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law law, including applicable provisions of the Securities Lawsfederal and state securities law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by any Three Rivers Entity to FLAG pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Warrantor any Three Rivers Entity for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents registration statement to be filed by FLAG with the SEC or any other Regulatory Authority in connection accordance with the transactions contemplated hereby, Section 4.3 will, at the respective times when such documents are filed, and, in the case of the Registration Statement, when it registration statement becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meetingeffective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. All documents that any Three Rivers Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by a Three Rivers Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made made, not misleading. All documents that Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply in all material respects with the provisions of applicable law including applicable provisions of the Securities Laws.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor BankUnited for inclusion in (i) the Registration StatementStatement or the Proxy Statement will, (ii) in the case of the Proxy Statement, and (iii) when it is first mailed to the stockholders of Central contain any other documents untrue statement of a material fact or omit to be filed with state any material fact necessary in order to make the SEC or any other Regulatory Authority statements made therein, in connection with light of the transactions contemplated herebycircumstances under which such statements are made, will, at the respective times such documents are filed, andnot misleading or, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSLeffective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Stockholders' Meeting, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to make correct any statement or remedy any omission in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingStockholders' Meeting. All documents that Warrantor BankUnited is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law law, including applicable provisions of the Securities Laws.

Statements True and Correct. Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any NCC Company or any Affiliate thereof to PCB pursuant to this Agreement, including the Exhibits or Schedules hereto, contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Warrantor any NCC Company or any Affiliate thereof for inclusion in (ia) the documents to be filed with the SEC, including, without limitation, the S-4 Registration Statement, (ii) and the Proxy Statement-Prospectus to be mailed to the holders of PCB Common Stock, and (iiib) any other documents to be filed by any NCC Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, and with respect to the Proxy Statement-Prospectus, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders MeetingPCB, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made made, not misleading. All documents that Warrantor any NCC Company or any Affiliate thereof is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement provided for herein will comply as to form in all material respects with the provisions of applicable law including applicable provisions of the Securities LawsLaw.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET or any TARGET Indemnified Person pursuant to this Agreement or any Ancillary Agreement contains or will contain any untrue statement of any material fact or omits or will omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Warrantor TARGET, any PURCHASER Company or any Affiliate thereof for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made made, not misleading. All documents that Warrantor any PURCHASER Company or any Affiliate thereof is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law including applicable provisions of the Securities LawsLaw.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or any other Regulatory Authority 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 and, with respect to the Proxy Statement, when first mailed to the stockholders shareholders of PFSL, OMNI be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. All documents that Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply in all material respects with the provisions of applicable law including applicable provisions of the Securities Laws.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor NationsBank for inclusion in (i) the Registration StatementStatement or the Proxy Statement will, (ii) in the case of the Proxy Statement, and (iii) when it is first mailed to the stockholders of Charter, contain any other documents untrue statement of a material fact or omit to be filed with state any material fact necessary in order to make the SEC or any other Regulatory Authority statements made therein, in connection with light of the transactions contemplated herebycircumstances under which such statements are made, will, at the respective times such documents are filed, andnot misleading or, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSLeffective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Stockholders' Meeting, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to make correct any statement or remedy any omission in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingStockholders' Meeting. All documents that Warrantor NationsBank is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law law, including applicable provisions of the Securities Laws.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor any Xxxxxx Company or any Affiliate thereof regarding Xxxxxx or such Affiliate for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents Statement to be filed by Regions with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the case of when the Registration StatementStatement becomes effective, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders contain any untrue statement of PFSL, be false or misleading with respect to any a material fact, or omit to state any material fact required to be stated thereunder or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any Xxxxxx Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to Xxxxxx'x stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Xxxxxx, contain any misstatement of material fact, or omit to state any material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Stockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated thereunder or necessary to make correct any material statement in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingStockholders' Meeting. All documents that Warrantor any Xxxxxx Company or any Affiliate thereof is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law including applicable provisions of the Securities LawsLaw.

Statements True and Correct. Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any NCC Company or any Affiliate thereof to FFHI pursuant to this Agreement, including the Exhibits or Schedules hereto, contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Warrantor any NCC Company or any Affiliate thereof for inclusion in (i) the documents to be filed with the SEC, including, without limitation, the Registration Statement, (ii) Statement and the Proxy Statement, /Prospectus to be mailed to holders of FFHI Common Stock and (iiiii) any other documents to be filed by any NCC Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective times time at which such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders holders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders MeetingFFHI Common Stock, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made made, not misleading. All documents that Warrantor any NCC Company or any Affiliate thereof is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement provided for herein will comply as to form in all material respects with the provisions of applicable law including applicable provisions of the Securities LawsLaw.

Statements True and Correct. (a) None of the information supplied by First Banks, Newco, or any of their affiliates in writing expressly for inclusion or incorporation by reference in the Proxy Statement (or any amendment thereof or supplement thereto), will at the date mailed to shareholders of Coast and at the time of the Shareholders’ Meeting, 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 made therein, in light of the circumstances under which they are made, not misleading. (b) None of the information supplied or to be supplied by Warrantor First Banks or Newco for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents document to be filed with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, hereby will, at the respective times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. All documents that Warrantor First Banks or Newco is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply in all material respects with the provisions of applicable law including applicable provisions of the Securities Lawslaws, rules and regulations.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor Sterling for inclusion in (i) the Registration StatementStatement or the Proxy Statement will, (ii) in the case of the Proxy Statement, and (iii) when it is first mailed to the shareholders of the Company, contain any other documents untrue statement of a material fact or omit to be filed with state any material fact necessary in order to make the SEC or any other Regulatory Authority statements made therein, in connection with light of the transactions contemplated herebycircumstances under which such statements are made, will, at the respective times such documents are filed, andnot misleading or, in the case of the Registration Statement, when it becomes effective and, with respect to or at the Proxy Statement, when first mailed to the stockholders of PFSLEffective Time, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Company Shareholders' Meeting, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to make correct any statement or remedy any omission in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingCompany Shareholders' Meeting. All documents that Warrantor Sterling is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law law, including applicable provisions of the Securities Laws.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, Statement and (iii) any other documents to be filed with the SEC or any other Regulatory Authority 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 and, with respect to the Proxy Statement, when first mailed to the stockholders shareholders of PFSL, FGBC be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. All documents that Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply in all material respects with the provisions of applicable law including applicable provisions of the Securities Laws.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or any other Regulatory Authority 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 and, with respect to the Proxy Statement, when first mailed to the stockholders shareholders of PFSL, CMBC be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. All documents that Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply in all material respects with the provisions of applicable law including applicable provisions of the Securities Laws.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by any First Deposit Entity to CFB pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Warrantor any First Deposit Entity for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents registration statement to be filed by CFB with the SEC or any other Regulatory Authority in connection accordance with the transactions contemplated hereby, Section 8.1 will, at the respective times when such documents are filed, and, in the case of the Registration Statement, when it registration statement becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meetingeffective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. All documents that any First Deposit Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by a First Deposit Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made made, not misleading. All documents that Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply in all material respects with the provisions of applicable law including applicable provisions of the Securities Laws.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor Sterling for inclusion in (i) the Registration StatementStatement or the Proxy Statement will, (ii) in the case of the Proxy Statement, and (iii) when it is first mailed to the shareholders of First Houston, contain any other documents untrue statement of a material fact or omit to be filed with state any material fact necessary in order to make the SEC or any other Regulatory Authority statements made therein, in connection with light of the transactions contemplated herebycircumstances under which such statements are made, will, at the respective times such documents are filed, andnot misleading or, in the case of the Registration Statement, when it becomes effective and, with respect to or at the Proxy Statement, when first mailed to the stockholders of PFSLEffective Time, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Shareholders' Meeting, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to make correct any statement or remedy any omission in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingShareholders' Meeting. All documents that Warrantor Sterling is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law law, including applicable provisions of the Securities Laws.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by any CFB Entity to First Deposit pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Warrantor any CFB Entity for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents registration statement to be filed by First Deposit with the SEC or any other Regulatory Authority in connection accordance with the transactions contemplated hereby, Section 8.1 will, at the respective times when such documents are filed, and, in the case of the Registration Statement, when it registration statement becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meetingeffective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. All documents that any CFB Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by a CFB Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made made, not misleading. All documents that Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply in all material respects with the provisions of applicable law including applicable provisions of the Securities Laws.

Statements True and Correct. Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any Progress Company to FPFI pursuant to this Agreement, including the Exhibits or Schedules hereto, contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Warrantor any Progress Company or any Affiliate thereof for inclusion in (i) the Registration Joint Proxy Statement, /Offering Circular to be mailed to FPFI’s and Progress’s shareholders in connection with the FPFI Shareholders’ Meeting and the Progress Shareholders’ Meeting and (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC by an Progress Company or any other Affiliate thereof with any Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, and with respect to the Joint Proxy Statement/Offering Circular, when first mailed to the stockholders shareholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders MeetingFPFI and Progress, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made not misleading. All documents that Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply in all material respects with the provisions of applicable law including applicable provisions of the Securities Laws.made, not

Statements True and Correct. None of the information supplied or to be supplied by Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or any other Regulatory Authority 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 and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSLPIC and, if required by law or applicable NASDAQ listing standards, IBKC, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. All documents that Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply in all material respects with the provisions of applicable law including applicable provisions of the Securities Laws.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor Independence for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) Statement or any other documents document to be filed with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, and with respect to the Proxy Statement, when first mailed to the stockholders of PFSLIndependence shareholders, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders MeetingIndependence shareholders’ meeting or Independence shareholders’ meeting, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingIndependence shareholders’ meeting. All documents that Warrantor Independence is responsible for filing with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law law, including applicable provisions of the Securities Lawsfederal and state securities law.

Statements True and Correct. None of the information to be --------------------------- supplied by SBS for inclusion in the Registration Statement to be filed by NCF with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information to be supplied by Warrantor SBS for inclusion in (i) the Registration Statement, (ii) the Proxy StatementStatement to be mailed to SBS's stockholders in connection with the Stockholders' Meeting, and (iii) any other documents to be filed by a SBS Company with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, and with respect to the Proxy Statement, when first mailed to the stockholders of PFSLSBS, be false or misleading with respect to contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Stockholders' Meeting, be false or misleading with respect to contain any untrue statement of material fact, or omit to state any material fact necessary to make the statements therein statement therein, in light of the circumstances under which they were made made, not misleading. All documents that Warrantor any SBS Company is responsible for filing with the SEC or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law including applicable provisions of the Securities LawsLaw.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by HCCI, any Seller or any Affiliate thereof to any of the NGTH Companies pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Warrantor HCCI, any Seller or any Affiliate thereof for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC by HCCI or any other Affiliate thereof with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made made, not misleading. All documents that Warrantor HCCI or any Affiliate thereof is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law including applicable provisions of the Securities LawsLaw.

Statements True and Correct. None of the information supplied or to be supplied by Warrantor BankUnited for inclusion in (i) the Registration StatementStatement or the Proxy Statement will, (ii) in the case of the Proxy Statement, and (iii) when it is first mailed to the stockholders of Consumers contain any other documents untrue statement of a material fact or omit to be filed with state any material fact necessary in order to make the SEC or any other Regulatory Authority statements made therein, in connection with light of the transactions contemplated herebycircumstances under which such statements are made, will, at the respective times such documents are filed, andnot misleading or, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSLeffective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Stockholders' Meeting, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to make correct any statement or remedy any omission in any earlier communication with respect to the statements therein in light solicitation of any proxy for the circumstances under which they were made not misleadingStockholders' Meeting. All documents that Warrantor BankUnited is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable law law, including applicable provisions of the Securities Laws.