Common use of Statements True and Correct Clause in Contracts

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 any PURCHASER Company or any Affiliate thereof for inclusion in any 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 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, not misleading. All documents that any PURCHASER Company or any Affiliate thereof 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.

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 any PURCHASER Company or any Affiliate thereof Warrantor 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 time 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, therein in light of the circumstances under which they were made, made not misleading. All documents that any PURCHASER Company or any Affiliate thereof 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 as to form in all material respects with the provisions of applicable Lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No statement, certificate, instrument None of the information supplied or other writing furnished or --------------------------- to be furnished supplied by any PURCHASER Company Source Entity or any Affiliate thereof for inclusion in the Registration Statement to TARGET pursuant be filed by NDC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement any material fact, 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 any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by any PURCHASER Company Source Entity or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER Company a Source Entity or any Affiliate thereof with the SEC or any other 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, not misleading. All documents that any PURCHASER Company Source Entity or any Affiliate thereof 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.

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to --------------------------- be furnished supplied by any PURCHASER Company NDC Entity or any Affiliate thereof for inclusion in the Registration Statement to TARGET pursuant be filed by NDC with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement any material fact, 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 any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by any PURCHASER Company NDC Entity or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER Company NDC Entity or any Affiliate thereof with the SEC or any other 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, not misleading. All documents that any PURCHASER Company NDC Entity or any Affiliate thereof 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.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company TARGET or any Affiliate thereof to TARGET PURCHASER 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 any PURCHASER Company TARGET or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER Company TARGET or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, 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, not misleading. All documents that any PURCHASER Company TARGET or any Affiliate thereof 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.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER ANB Company or any Affiliate thereof to TARGET FCB pursuant to this Agreement Agreement, including the Exhibits or Schedules hereto, 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 any PURCHASER ANB Company or any Affiliate thereof for inclusion in the Proxy Statement/Prospectus to be mailed to FCB’s stockholders in connection with the FCB Stockholders’ Meeting, and any other documents to be filed by any PURCHASER an ANB 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 time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of FCB, 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 any PURCHASER ANB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to ---------------------------- be furnished supplied by any PURCHASER Company NDC Entity or any Affiliate thereof for inclusion in the Registration Statement to TARGET pursuant be filed by NDC or in the proxy statement to this Agreement or any other documentbe filed by PMSI with the SEC, agreement or instrument referred to herein contains or will contain any include an untrue statement of a material fact fact, or will omit to state a any material fact necessary to make the statements therein, therein in light of the circumstances under which they were made, not misleading, with respect to the Registration Statement, on the date such Registration Statement becomes effective, and with respect to the proxy statement as of its date. None of the information supplied or to be supplied by any PURCHASER Company NDC Entity or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER Company NDC Entity or any Affiliate thereof with the SEC or any other 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, not misleading. All documents that any PURCHASER Company NDC Entity or any Affiliate thereof 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.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER ANB Company or any Affiliate thereof to TARGET PBF pursuant to this Agreement Agreement, including the Exhibits or Schedules hereto, 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 any PURCHASER ANB Company or any Affiliate thereof for inclusion in the Proxy Statement/Prospectus to be mailed to PBF’s stockholders in connection with the PBF Stockholders’ Meeting, and any other documents to be filed by any PURCHASER an ANB 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 time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of PBF, 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 any PURCHASER ANB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof FIRST BANKING Entity to TARGET pursuant WAYNX xxxsuant 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 any PURCHASER Company or any Affiliate thereof FIRST BANKING Entity for inclusion in the Registration Statement to be filed by FIRST BANKING with the SEC, will, when such 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 28 35 misleading. None of the documents to be filed by any PURCHASER Company or any Affiliate thereof FIRST BANKING Entity with the SEC or any other 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, not misleading. All documents that any PURCHASER Company or any Affiliate FIRST BANKING Entity thereof 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.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER TPB Company or any Affiliate thereof to TARGET Parent pursuant to this Agreement Agreement, including the Exhibit and Schedules hereto, or any other document, agreement or instrument referred to herein 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 any PURCHASER TPB Company or any Affiliate thereof for inclusion in any the documents to be prepared by Parent in connection with the Transaction, including, without limitation: (a) documents to be filed by any PURCHASER Company or any Affiliate thereof 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 time at which such documents are filedfiled with a Regulatory Authority and/or at the time at which they are distributed to the Transaction Shareholders, be false contains or misleading with respect to will contain any untrue statement of a material fact, fact or omit fails 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. All documents that any PURCHASER TPB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby Transaction will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument None of the information supplied or other writing furnished or ---------------------------- to be furnished supplied by any PURCHASER Company PMSI or PMSI Database or any Affiliate thereof for inclusion in the Registration Statement to TARGET pursuant to this Agreement or any other documentbe filed by NDC with the SEC will, agreement or instrument referred to herein contains or will contain when the Registration Statement becomes effective, include any untrue statement of a material fact fact, or will omit to state a 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 any PURCHASER Company PMSI or PMSI Database or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER Company PMSI or PMSI Database or any Affiliate thereof with the SEC or any other 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 include any untrue statement of a 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 any PURCHASER Company PMSI or PMSI Database or any Affiliate thereof 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.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER NCC Company or any Affiliate thereof to TARGET PBI pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, 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 any PURCHASER NCC Company or any Affiliate thereof for inclusion in (i) the documents to be filed with the SEC, including, without limitation, the S-4 Registration Statement and the Proxy Statement/Prospectus to be mailed to PBI’s stockholders in connection with the PBI Stockholders’ Meeting and (ii) any other documents to be filed by any PURCHASER an 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 time times that such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of PBI, 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 any PURCHASER NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER JBI Company or any Affiliate thereof to TARGET HBI pursuant to this Agreement Agreement, including the Exhibits or Schedules hereto, 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 any PURCHASER JBI Company or any Affiliate thereof for inclusion in the Proxy Statement/Prospectus to be mailed to HBI’s stockholders in connection with the HBI Stockholders’ Meeting, and any other documents to be filed by any PURCHASER an JBI 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 time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of HBI, 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 any PURCHASER JBI Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to be furnished supplied by any PURCHASER Republic Company or any Affiliate thereof regarding Republic or such Affiliate for inclusion in the Registration Statement to TARGET pursuant to this Agreement or any other documentbe filed by Buyer with the SEC will, agreement or instrument referred to herein contains or will when the Registration Statement becomes effective, contain any untrue statement of material fact a Material fact, or will omit to state a material 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. None of the information supplied or to be supplied by any PURCHASER Republic Company or any Affiliate thereof for inclusion in any documents the Proxy Statement to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority mailed to Republic's stockholders in connection with the transactions contemplated hereby, Stockholders' Meeting will, at when first mailed to the respective time such documents are filedstockholders of Republic, be false or misleading with respect to contain any material misstatement of Material fact, or omit to state any material 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' Meeting, omit to state any Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any PURCHASER Republic Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER NCC Company or any Affiliate thereof to TARGET RBF pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, 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 any PURCHASER NCC Company or any Affiliate thereof for inclusion in (i) the documents to be filed with the SEC, including without limitation the S-4 Registration Statement and the Proxy Statement/Prospectus to be mailed to RBF’s stockholders in connection with the RBF Stockholders’ Meeting and (ii) any other documents to be filed by any PURCHASER an 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 time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of RBF, 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 any PURCHASER NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to be furnished supplied by any PURCHASER Xxxxxx Company or any Affiliate thereof regarding Xxxxxx or such Affiliate for inclusion in the Registration Statement to TARGET pursuant to this Agreement or any other documentbe filed by Regions with the SEC will, agreement or instrument referred to herein contains or will when the Registration Statement becomes effective, contain any untrue statement of a material fact fact, or will omit to state a 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. None of the information supplied or to be supplied by any PURCHASER Xxxxxx Company or any Affiliate thereof for inclusion in any documents the Proxy Statement to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority mailed to Xxxxxx'x stockholders in connection with the transactions contemplated hereby, Stockholders' Meeting will, at when first mailed to the respective time such documents are filedstockholders of Xxxxxx, be false or misleading with respect to 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' Meeting, omit to state any material fact required to be stated thereunder or necessary to correct any material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any PURCHASER Xxxxxx Company or any Affiliate thereof 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.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER NCC Company or any Affiliate thereof to TARGET FFHI pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, 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 any PURCHASER NCC Company or any Affiliate thereof for inclusion in (i) the documents to be filed with the SEC, including, without limitation, the Registration Statement and the Proxy Statement/Prospectus to be mailed to holders of FFHI Common Stock and (ii) any other documents to be filed by any PURCHASER 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 time at which such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the holders of FFHI 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, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER NCC Company or any Affiliate thereof to TARGET Landmark pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, 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 any PURCHASER NCC Company or any Affiliate thereof for inclusion in (a) the documents to be filed with the SEC, including, without limitation, the S-4 Registration Statement and the Proxy Statement-Prospectus to be mailed to the holders of Landmark Common Stock, and (b) any other documents to be filed by any PURCHASER 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 time at which such documents are filed, and with respect to the Proxy Statement-Prospectus, when first mailed to the holders of Landmark 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, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER GB&T Company or any Affiliate thereof to TARGET SHB pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. <PAGE> None of the information supplied or to be supplied by any PURCHASER GB&T Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by GB&T 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 supplied or to be supplied by any GB&T Company or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER a GB&T Company or any Affiliate thereof with the SEC or any other 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 Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER GB&T Company or any Affiliate thereof is are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument ---------------------------- or other writing furnished or to be furnished by any PURCHASER Premier Company or any Affiliate thereof to TARGET North Xxxxxx pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material 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 any PURCHASER Premier Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Premier 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 documents to be filed by any PURCHASER Premier Company or any Affiliate thereof with the SEC or any other 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 Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER Premier Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

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 other document, agreement or instrument referred to herein Ancillary Agreement contains or will contain any untrue statement of any material fact or omits or will omit to state a 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 TARGET, any PURCHASER Company or any Affiliate thereof for inclusion in any 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 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, not misleading. All documents that any PURCHASER Company or any Affiliate thereof 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.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Area Company or any Affiliate thereof to TARGET Cardinal 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 any PURCHASER Area Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Area 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 supplied or to be supplied by any Area Company for inclusion in the Proxy Statement to be mailed to Area's shareholders in connection with the Area Shareholders' Meeting, and any other documents to be filed by any PURCHASER Area Company or any Affiliate thereof with the SEC or any other 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 Area, 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 any PURCHASER Company or any Affiliate thereof 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.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company Buyer or Merger Sub or any Affiliate thereof to TARGET Company 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 any PURCHASER Company Buyer or Merger Sub or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER Company Buyer or Merger Sub or any Affiliate thereof with the SEC or any other Regulatory Authority 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, not misleading. All documents that any PURCHASER Company Buyer of Merger Sub or any Affiliate thereof is responsible for filing with any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or None of the information to be furnished --------------------------- 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 PURCHASER Company material fact, 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 any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof SBS for inclusion in the Proxy Statement to be mailed to SBS's stockholders in connection with the Stockholders' Meeting, and any other documents to be filed by any PURCHASER a SBS Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading and with respect to the Proxy Statement, when first mailed to the stockholders of SBS, contain any untrue statement of 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' Meeting, contain any untrue statement of material fact, or omit to state any material fact necessary to make the statement therein, in light of the circumstances under which they were made, not misleading. All documents that any PURCHASER SBS Company or any Affiliate thereof is responsible for filing with any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER BHC Company or any Affiliate thereof to TARGET Protective pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, agreement or instrument referred to herein 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 any PURCHASER BHC Company or any Affiliate thereof for inclusion in any the documents to be filed prepared by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority Protective in connection with the transactions contemplated herebyTransactions, willincluding without limitation (i) filings pursuant to any state securities and blue sky Laws, and (ii) filings made in connection with the obtaining of Consents from Regulatory Authorities, at the respective time such documents are filedfiled with a Regulatory Authority and/or at the time they are distributed to stockholders of BHC, be false contains or misleading with respect to will contain any untrue statement of a material fact, fact or omit fails 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. All documents that any PURCHASER BHC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby Transactions will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof XXXXX BANK Entity to TARGET FLAG pursuant to this Agreement or any other document, agreement 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 any PURCHASER Company or any Affiliate thereof XXXXX BANK Entity for inclusion in the registration statement to be filed by FLAG with the SEC in accordance with Section 8.1 will, when such 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. All documents that any XXXXX BANK 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 XXXXX BANK Entity with 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 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, not misleading. All documents that any PURCHASER Company or any Affiliate thereof 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.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER NCC Company or any Affiliate thereof to TARGET PB pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, 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 any PURCHASER NCC Company or any Affiliate thereof for inclusion in (i) the documents to be filed with the SEC, including without limitation the S-4 Registration Statement and the Proxy Statement/Prospectus to be mailed to PB’s stockholders in connection with the PB Stockholders’ Meeting and (ii) any other documents to be filed by any PURCHASER 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 time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of PB, 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 any PURCHASER NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER CBF Company or any Affiliate thereof to TARGET VBI pursuant to this Agreement Agreement, including the Exhibits or Schedules hereto, 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 any PURCHASER CBF Company or any Affiliate thereof for inclusion in the Proxy Statement/Prospectus to be mailed to VBI’s stockholders in connection with the VBI Stockholders’ Meeting, and any other documents to be filed by any PURCHASER an CBF 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 time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the stockholders of VBI, 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 any PURCHASER CBF Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No Except as disclosed on Schedule 3.20, no statement, certificate, instrument instrument, or other writing furnished or to be furnished by any PURCHASER Company of the Call America Companies, any Seller or any Affiliate thereof to TARGET any of the GST Companies pursuant to this Agreement or any other document, agreement 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 any PURCHASER Company of the Call America Companies or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER a Call America Company or any Affiliate thereof with the SEC or any other 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, not misleading. All documents that any PURCHASER Company of the Call America Companies or any Affiliate thereof 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.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER NCC Company or any Affiliate thereof to TARGET PCB pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, 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 any PURCHASER NCC Company or any Affiliate thereof for inclusion in (a) the documents to be filed with the SEC, including, without limitation, the S-4 Registration Statement, and the Proxy Statement-Prospectus to be mailed to the holders of PCB Common Stock, and (b) any other documents to be filed by any PURCHASER 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 time such documents are filed, and with respect to the Proxy Statement-Prospectus, when first mailed to the stockholders of PCB, 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 any PURCHASER NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument instrument, or other writing furnished or to be furnished by HCCI, any PURCHASER Company Seller or any Affiliate thereof to TARGET any of the NGTH Companies pursuant to this Agreement or any other document, agreement 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 HCCI, any PURCHASER Company Seller or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER Company HCCI or any Affiliate thereof with the SEC or any other 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, not misleading. All documents that any PURCHASER Company HCCI or any Affiliate thereof 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.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any PURCHASER Company TARGET or any Affiliate thereof to TARGET PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein Ancillary 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 therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company TARGET or any Affiliate thereof for inclusion in any documents to be filed by any PURCHASER Company PURCHASER, TARGET or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such required documents are filed, 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, not misleading. All documents that any PURCHASER Company TARGET or any Affiliate thereof 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.