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 Parent Company or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent 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 the Company, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent 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 instrument, or other writing furnished or to be furnished by any Parent Company Entity or any Affiliate thereof to the Company Parent pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Company Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any Parent a Company 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, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of the Company, 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 ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that any Parent Company 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 instrument, or other writing furnished or to be furnished by any Parent the Company or any Affiliate thereof to the Company Parent pursuant to this Agreement (including, without limitation, the Parent Company Disclosure Memorandum) 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 Parent the Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent the 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 the Company, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent the 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 None of the information supplied or to --------------------------- be furnished supplied by any Parent Company Colony Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Colony with the Company pursuant SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent Disclosure Memorandum) 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 Parent Company Colony Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to the Companyeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any Parent Company Colony Entity or any Affiliate thereof with the SEC or any other other, Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders of the CompanyQuitman and Colony, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' MeetingMeetings. All documents that any Parent Company Colony 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 Parent Company or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent Disclosure Memoranduma) 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 Parent Company Alliance Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by WSFS with the SEC will, when supplied or when the Registration Statement becomes effective (or when incorporated by reference), 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. The portions of the Registration Statement and the Proxy Statement relating to Alliance and its Subsidiaries and other portions within the reasonable control of Alliance and its Subsidiaries will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. (b) None of the information supplied or to be supplied by any Alliance Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Proxy Statement to be mailed to the Company's shareholders in connection with the Shareholders' MeetingStatement, and any other documents to be filed by any Parent Company an Alliance 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 information is supplied and such documents are filedfiled (or when incorporated by reference), and with respect to the Proxy Statement, when first mailed to the shareholders of the CompanyAlliance, 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 Shareholders' ’ Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' ’ Meeting. All documents that any Parent 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 None of the information supplied or to --------------------------- be furnished supplied by any Parent Company Quitman Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Colony with the Company pursuant SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent Disclosure Memorandum) 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 Parent Company Quitman Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to the Companyeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any Parent Company a Quitman 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, and with respect to the Joint Proxy Statement, when first mailed to the shareholders of the CompanyQuitman and Colony, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' MeetingMeetings. All documents that any Parent Company Quitman 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 Parent Company Entity or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Company Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any Parent Company 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, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of the Company, 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 ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that any Parent Company 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. (a) No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Company Buyer Entity or any Affiliate thereof to the Company Seller pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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. . (b) None of the information supplied or to be supplied by any Parent Company Buyer Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's Seller’s shareholders in connection with the Shareholders' Shareholders Meeting, and any other documents to be filed by any Parent Company Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, hereby will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of the CompanySeller, be false or misleading with respect to any material fact, 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, thereto at the time of the Shareholders' ’ Meeting, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' ’ Meeting. . (c) All documents that any Parent Company Buyer 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 Parent Company or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Company or any Affiliate thereof Warrantor for inclusion in (i) the Registration Statement to be filed by IBKC with the SEC in connection with the IBKC Common Stock to be issued in the Merger, (ii) the Proxy Statement to be mailed to the Company's ANA’s shareholders in connection with the Shareholders' Shareholders Meeting, and (iii) any other documents to be filed by any Parent 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 and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the shareholders of the CompanyXXX, 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, in light of the circumstances under which they were made, therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement make the statements therein in any earlier communication with respect to light of the solicitation of any proxy for the Shareholders' Meetingcircumstances under which they were made not misleading. All documents that any Parent 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 hereby, by the Merger Agreement or by the Stock Option 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 or other writing furnished None of the in- formation supplied or to be furnished supplied by any Parent Southwest Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by FNB with the Company pursuant SEC will, when the Regis- tration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent Disclosure Memorandum) 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 any mate- rial fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleadingmislead- ing. None of the information supplied or to be supplied by any Parent Southwest Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanySouthwest's shareholders in connection with the Shareholders' Meeting, and any other documents docu- ments to be filed by any Parent a Southwest Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection con- nection 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 the CompanySouthwest, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material mate- rial fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent Southwest 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 re- spects with the provisions of applicable Law.

Statements True and Correct. (a) No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Company Buyer Entity or any Affiliate thereof to the Company Seller pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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. . (b) None of the information supplied or to be supplied by any Parent Company Buyer Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanySeller's shareholders in connection with the Shareholders' MeetingShareholders Meeting (if applicable), and any other documents to be filed by any Parent Company Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, hereby will, at the respective time such documents are filed, and with respect to the Proxy Statement, Statement when first mailed to the shareholders of the CompanySeller (if applicable), be false or misleading with respect to any material fact, 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, thereto at the time of the Shareholders' MeetingMeeting (if applicable), be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. . (c) All documents that any Parent Company Buyer 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 in- formation supplied or to be furnished supplied by any Parent FNB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by FNB with the Company pursuant SEC, will, when the Registration Statement becomes effective, be false or misleading with re- spect to this Agreement (includingany material fact, without limitation, the Parent Disclosure Memorandum) 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 Parent Company FNB Com- pany or any Affiliate thereof for inclusion in the Proxy Statement State- ment to be mailed to the CompanySouthwest's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent FNB Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions trans- actions 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 the CompanySouthwest, 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 misleadingmis- leading, or, in the case of the Proxy Statement or any amendment amend- ment thereof or supplement thereto, at the time of the ShareholdersShare- holders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent FNB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection connec- tion with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable ap- plicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Buyer Company or any Affiliate thereof to the Company Lamcor pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Buyer Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyLamcor's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent Buyer 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 the CompanyLamcor, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary 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 Proxy' Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent Buyer 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 None of the information supplied or to be furnished supplied by any Parent Regions Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Regions with the Company pursuant SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent Disclosure Memorandum) 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 Parent Regions Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to the CompanyRegions' and First National's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by any Parent Regions 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 Joint Proxy Statement, when first mailed to the shareholders stockholders of the CompanyRegions and 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' MeetingMeetings. All documents that any Parent Regions 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 Parent Company HCBF Entity or any Affiliate thereof to the Company OGS pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Company HCBF Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders of OGS in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any Parent Company HCBF 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, and with respect to the Proxy Statement, when first mailed to the shareholders of the CompanyOGS, 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' ’ Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' ’ Meeting. All documents that any Parent Company HCBF 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 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 Parent Company HCBF Entity or any Affiliate thereof to the Company FAHC pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Company HCBF Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders of FAHC in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any Parent Company HCBF 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, and with respect to the Proxy Statement, when first mailed to the shareholders of the CompanyFAHC, 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, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' ’ Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' ’ Meeting. All documents that any Parent Company HCBF 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 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 Parent ANB Company or any Affiliate thereof to the Company IRBC pursuant to this Agreement (includingAgreement, without limitationincluding the Exhibits or Schedules hereto, the Parent Disclosure Memorandum) 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 Parent ANB Company or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to the CompanyIRBC's shareholders stockholders in connection with the ShareholdersIRBC Stockholders' Meeting, and any other documents to be filed by any Parent 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 shareholders stockholders of the CompanyIRBC, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent 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 instrument, or other writing furnished or to be furnished by PhyAmerica, any Parent Company PhyAmerica Subsidiary or any Affiliate thereof to the Company Acquisition pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 included or to be supplied included by any Parent Company or any Affiliate thereof for inclusion PhyAmerica in the Proxy Statement to be mailed to the CompanyPhyAmerica's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by PhyAmerica, any Parent Company PhyAmerica Subsidiary 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 the CompanyPhyAmerica, 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 Shareholders' Shareholder's Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that PhyAmerica, any Parent Company PhyAmerica Subsidiary 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. (a) No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any Parent Company Seller Entity or any Affiliate thereof to the Company Buyer pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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. . (b) None of the information supplied or to be supplied by any Parent Company Seller Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanySeller's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent Company a Seller 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, and with respect to the Proxy Statement, when first mailed to the shareholders of the CompanySeller, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. . (c) All documents that any Parent Company Seller 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 Parent Company SUMMIT Entity or any Affiliate thereof to the Company CSB pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Company SUMMIT Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyCSB's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent Company SUMMIT 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, and with respect to the Proxy Statement, when first mailed to the shareholders of the CompanyCSB, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent Company SUMMIT 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. (a) No statement, certificate, instrument or other writing furnished or required to be furnished by any Parent Company WiderThan Entity or any Affiliate thereof certifying officer of any WiderThan Entity in or pursuant to the Company pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) or any other document, agreement or instrument referred to herein Transaction Documents 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. . (b) None of the information supplied or to be supplied by any Parent Company or any Affiliate thereof WiderThan Entity for inclusion in the Proxy Statement to be mailed to each of the Company's shareholders Ztango stockholders in connection with the Shareholders' Meetingapproval of the Acquisition Transactions, and any other documents to be filed by any Parent Company or any Affiliate thereof WiderThan Entity with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyAcquisition Transactions, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of the CompanyZtango, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for consent to the Shareholders' Meeting. Acquisition Transactions. (c) All documents that any Parent Company or any Affiliate thereof WiderThan Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby Acquisition Transactions 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 Parent First National Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Regions with the Company pursuant SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent Disclosure Memorandum) 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 Parent First National Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to the CompanyRegions' and First National's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by any Parent a First National 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 Joint Proxy Statement, when first mailed to the shareholders stockholders of the CompanyRegions and 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent 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.Stockholders'

Statements True and Correct. No statement, certificate, instrument instrument, --------------------------- other writing or other writing information furnished or to be furnished by any Parent Xxxx Company or any Affiliate thereof to the Company Holdings pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Xxxx Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyTara's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent a Xxxx 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 the CompanyXxxx, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent Xxxx Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions transaction contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. (a) No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any Parent Company Futurus Entity or any Affiliate thereof to the Company any Crescent Entity pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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. . (b) None of the information supplied or to be supplied by any Parent Company Futurus Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders in connection with the Shareholders' MeetingStatement, and any other documents to be filed by Futurus with any Parent 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 the CompanyFuturus, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in the 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 Shareholders' ’ Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. ’ Meeting All documents that any Parent Company Futurus 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 instrument, or other writing furnished or to be furnished by any Parent Company Group and Acquisition or any Affiliate thereof of either of them to the Company PhyAmerica pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Company Group and Acquisition or any Affiliate thereof of either of them for inclusion in the Proxy Statement to be mailed to the CompanyPhyAmerica's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent Company Group, Acquisition, or any Affiliate thereof of either of them 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 the CompanyPhyAmerica, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent Company Group, Acquisition or any Affiliate thereof of either of them 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. (a) No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any Parent Company Seller Entity or any Affiliate thereof to the Company Buyer pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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. . (b) None of the information supplied or to be supplied by any Parent Company Seller Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanySeller's shareholders in connection with the Shareholders' MeetingMeeting (if applicable), and any other documents to be filed by any Parent Company a Seller 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, filed and with respect to the Proxy Statement, Statement when first mailed to the shareholders of the CompanySeller (if applicable), 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, thereto at the time of the Shareholders' MeetingMeeting (if applicable), be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. . (c) All documents that any Parent Company a Seller Entity or any an 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. (a) No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any Parent Company Target Entity or any Affiliate thereof to the Company Buyer pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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. . (b) None of the information supplied or to be supplied by any Parent Company Target Entity or any Affiliate thereof for inclusion in the Proxy Statement proxy statement to be mailed to the CompanyTarget's shareholders in connection with the Shareholders' MeetingMeetings pursuant to Section 9.1, and any other documents to be filed by any Parent Company a Target 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, and with respect to the Proxy Statementproxy statement, when first mailed to the shareholders of the CompanyTarget, 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 proxy statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. . (c) All documents that any Parent Company Target 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 Parent Company or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Company or any Affiliate thereof Warrantor for inclusion in (i) the Registration Statement to be filed by IBKC with the SEC in connection with the IBKC Common Stock to be issued in the Merger, (ii) the Proxy Statement to be mailed to the CompanyANA's shareholders in connection with the Shareholders' Shareholders Meeting, and (iii) any other documents to be filed by any Parent 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 and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the shareholders of the CompanyXXX, 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, in light of the circumstances under which they were made, therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement make the statements therein in any earlier communication with respect to light of the solicitation of any proxy for the Shareholders' Meetingcircumstances under which they were made not misleading. All documents that any Parent 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 hereby, by the Merger Agreement or by the Stock Option 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 or other writing furnished or to be furnished by any Parent Company or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Company Jefferson or any Affiliate thereof AcquisitionCo for inclusion in (i) the Registration Statement (as defined in Section 4.07 hereof), (ii) the Proxy Statement to be mailed to the Company's shareholders Statement/Prospectus (as defined in connection with the Shareholders' Meeting, Section 4.03 hereof) and (iii) any other documents document to be filed by any Parent Company with the S.E.C., or any Affiliate thereof with the SEC thrift or any other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, and and, in the case of the Registration Statement, when it becomes effective, and, with respect to the Proxy Statement/Prospectus, when first mailed to the shareholders of the CompanyL & B, 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, in light of the circumstances under which they were made, 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 ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that any Parent Company Jefferson or any Affiliate thereof AcquisitionCo is responsible for filing with the S.E.C., the O.T.S. or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw and any rules and regulations thereunder.

Statements True and Correct. (a) No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any Parent Company HFG or any Affiliate thereof to the Company HBC pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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. . (b) None of the information supplied or to be supplied by any Parent Company HFG or any Affiliate thereof for inclusion in the HBC Proxy Statement to be mailed to the CompanyHBC's shareholders in connection with the HBC Shareholders' Meeting, and any other documents to be filed by any Parent Company HFG 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 HBC Proxy Statement, when first mailed to the shareholders of the CompanyHBC, 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 HBC Proxy Statement or any amendment thereof or supplement thereto, at the time of the HBC Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the HBC Shareholders' Meeting. . (c) All documents that any Parent Company HFG 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 Lawlaw.

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to be furnished supplied by any Parent Buyer Company or any Affiliate thereof regarding Buyer or such Affiliate for inclusion in the Registration Statement to be filed by Buyer with the Company pursuant to this Agreement (includingSEC will, without limitationwhen the Registration Statement becomes effective, the Parent Disclosure Memorandum) or any other document, agreement or instrument referred to herein contains or will 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, therein not misleading. None of the information supplied or to be supplied by any Parent Buyer Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyRepublic's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any Parent 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 stockholders of the CompanyRepublic, 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 ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material 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 ShareholdersStockholders' Meeting. All documents that any Parent Buyer 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 None of the information supplied or to be furnished supplied by any Parent Company Xxxxx Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Savannah with the Company pursuant SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent Disclosure Memorandum) 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 Parent Company Xxxxx Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to the Companyeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any Parent Company a Xxxxx 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, and with respect to the Joint Proxy Statement, when first mailed to the shareholders of the CompanyXxxxx and Savannah, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' MeetingMeetings. All documents that any Parent Company Xxxxx 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 Parent PURCHASER Company or any Affiliate thereof to the Company TARGET pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent PURCHASER Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyTARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent 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, and with respect to the Proxy Statement, when first mailed to the shareholders of the CompanyTARGET, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent 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 instrument, or other writing furnished or to be furnished by any Parent Company GHC Entity or any Affiliate thereof to the Company CCBG pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Company GHC Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyGHC's shareholders and FNBGC's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any Parent Company a GHC 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, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of the CompanyGHC, 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 ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that any Parent Company GHC 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 instrument, --------------------------- other writing or other writing information furnished or to be furnished by any Parent Holdings Company or any Affiliate thereof to the Company Xxxx pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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 Parent Holdings Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyTara's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent Holdings 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 the CompanyXxxx, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent Holdings 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. (a) No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Company Buyer Entity or any Affiliate thereof to the Company Seller pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) 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. . (b) None of the information supplied or to be supplied by any Parent Company Buyer Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanySeller's shareholders in connection with the Shareholders' Shareholders Meeting, and any other documents to be filed by any Parent Company Buyer 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, and with respect to the Proxy Statement, when first mailed to the shareholders of the CompanySeller, 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 Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. . (c) All documents that any Parent Company Buyer 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.