Common use of Statements True and Correct Clause in Contracts

Statements True and Correct. None of the information supplied or to be supplied by any Mutual Company regarding Mutual for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein 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 Mutual Company 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. None of the information supplied or to be supplied by any Mutual UPC Company regarding Mutual UPC for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual UPC Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting Meeting, will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein 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 Mutual UPC Company 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. None of the information supplied or to be supplied by any Mutual Company regarding Mutual Parent Entity for inclusion in the Registration Statement to be filed by UPC Parent with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company Parent Entity for inclusion in the Proxy Statement to be mailed to MutualCompany's stockholders in connection with the Stockholders' Meeting Meeting, and any other documents to be filed by any Parent Entity with the SEC 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 stockholders of MutualCompany, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that any Mutual Company Parent Entity 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. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by any Company Entity which is contained in any of the foregoing documents.

Statements True and Correct. (a) None of the information supplied or to be supplied by any Mutual Company regarding Mutual Beneficial Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by UPC WSFS with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. The portions of the Registration Statement and the Joint Proxy/Prospectus relating to Beneficial Entities and other portions within the reasonable control of Beneficial Entities 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 Mutual Company Beneficial Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Proxy Statement Joint Proxy/Prospectus, and any other documents to be mailed to Mutual's stockholders filed by a Beneficial Entity or any Affiliate thereof with any Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filed (or when incorporated by reference), and with respect to the Joint Proxy/Prospectus, when first mailed to the stockholders of MutualBeneficial, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement Joint Proxy/Prospectus or any amendment thereof or supplement thereto, at the time of the Stockholders' Beneficial Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Beneficial Meeting. All documents that any Mutual Company 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) None of the information supplied or to be supplied by any Mutual Company regarding Mutual Green Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by UPC Veritex with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. The portions of the Registration Statement and the Joint Proxy/Prospectus relating to Green Entities and other portions within the reasonable control of Green Entities 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 Mutual Company Green Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Proxy Statement Joint Proxy/Prospectus, and any other documents to be mailed to Mutual's stockholders filed by a Green Entity or any Affiliate thereof with any Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filed (or when incorporated by reference), and with respect to the Joint Proxy/Prospectus, when first mailed to the stockholders shareholders of MutualGreen, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement Joint Proxy/Prospectus or any amendment thereof or supplement thereto, at the time of the Stockholders' Green Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Green Meeting. All documents that any Mutual Company 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) None of the information supplied or to be supplied by any Mutual Company regarding Mutual Alliance Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by UPC WSFS with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or 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 Mutual Company Alliance Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Proxy Statement Statement, and any other documents to be mailed to Mutual's stockholders filed by an Alliance Entity or any Affiliate thereof with any Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filed (or when incorporated by reference), and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of MutualAlliance, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Shareholders’ Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Shareholders’ Meeting. All documents that any Mutual Company 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. None of the information supplied or to be supplied by any Mutual Company regarding Mutual FBI for inclusion in the Registration Statement to be filed by UPC FBI with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company FBI for inclusion in the Proxy Statement to be mailed to MutualFirst National's stockholders shareholders in connection with the StockholdersShareholders' Meeting Meeting, and any other documents to be filed by FBI or 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 stockholders shareholders of MutualFirst National, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersShareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersShareholders' Meeting. All documents that any Mutual Company FBI 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. None of the information supplied or to be supplied by any Mutual Company regarding Mutual Union for inclusion in the Registration Statement registration statement on Form S-4, or other appropriate form, to be filed by UPC with the SEC by First Charter under the Securities Act in connection with the transactions contemplated by this Agreement (the "Registration Statement"), or the joint proxy statement to be used by Union and First Charter to solicit any required approval of their respective shareholders as contemplated by this Agreement (the "Joint Proxy Statement") will, in the case of the Joint Proxy Statement, when it is first mailed to the Registration Statement becomes effectiveshareholders of Union or First Charter, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, material fact or omit to state any Material material fact required to be stated thereunder or necessary in order to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were such statements are made, not misleading, or, in the case of the Registration Statement, when it becomes effective, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholdersmeeting of the shareholders of either First Charter (the "First Charter Shareholders' Meeting") or Union (the "Union Shareholders' Meeting"), each to be held pursuant to SECTION 8.03 of this Agreement, including any adjournments thereof, be false or misleading with respect to any Material fact, material fact or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the StockholdersUnion Shareholders' Meeting. All documents that any Mutual Company is responsible for filing with any Regulatory Authority in connection with Meeting or the transactions contemplated hereby will comply as to form in all Material respects with the provisions of applicable Law.First

Statements True and Correct. None of the --------------------------- information supplied or to be supplied by any Mutual Jefferson Company regarding Mutual Jefferson for inclusion in the Registration Statement to be filed by UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Jefferson Company for inclusion in the Proxy Statement to be mailed to MutualJefferson's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of MutualJefferson, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein 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, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein 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 Mutual Jefferson Company 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) None of the information supplied or to be supplied by any Mutual Company regarding Mutual Target Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by UPC Buyer with the SEC will, when supplied or when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. The portions of the Registration Statement and the Proxy Statement relating to Target and its Subsidiaries and other portions within the reasonable control of Target 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 Mutual Company Target Entity or any Affiliate thereof for inclusion in the Proxy Statement Statement, and any other documents to be mailed to Mutual's stockholders filed by a Target Entity or any Affiliate thereof with any Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders of MutualTarget, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' ’ Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' ’ Meeting. All documents that any Mutual Company 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. None of the information supplied or to be supplied by any Mutual Company regarding Mutual Chilxxx Xxxnty for inclusion in the Registration Statement to be filed by UPC SouthFirst with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material fact, or omit to state any Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to MutualChilxxx Xxxnty's stockholders shareholders in connection with the StockholdersChilxxx Xxxnty Shareholders' Meeting Meeting, and any other documents to be filed by Chilxxx Xxxnty or any Affiliate thereof with 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 Prospectus/Joint Proxy Statement, when first mailed to the stockholders shareholders of MutualChilxxx Xxxnty, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Prospectus/Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersChilxxx Xxxnty Shareholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersChilxxx Xxxnty Shareholders' Meeting. All documents that any Mutual Company 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) None of the information supplied or to be supplied by any Mutual Company regarding Mutual for inclusion included in the Registration Statement to be filed by UPC Buyer that is supplied by Target with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any an untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. . (b) None of the information supplied or to be supplied by any Mutual Company for inclusion included in the Proxy Statement to be mailed to Mutual's Target’s stockholders in connection with the Stockholders' Meeting ’ Meeting, and any other documents to be filed by a Target Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby that is supplied by any Target Entity or any Affiliate thereof for inclusion, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders of MutualTarget, be false or misleading with respect to any Material fact, or contain any misstatement an untrue statement of Material a material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' ’ Meeting, be false or misleading with respect to any Material contain an untrue statement of a material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to make the solicitation of any proxy for the Stockholders' Meeting. statements therein not misleading. (c) All documents that any Mutual 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 material respects with the provisions of applicable Law.

Statements True and Correct. (a) None of the information supplied or to be supplied by any Mutual Company regarding Mutual IAB Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by UPC BCB with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. The portions of the Registration Statement and the Proxy Statement relating to IAB and its Subsidiaries and other portions within the reasonable control of IAB 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 Mutual Company IAB Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Proxy Statement Statement, and any other documents to be mailed to Mutual's stockholders filed by an IAB Entity or any Affiliate thereof with any Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filed (or when incorporated by reference), and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of MutualIAB, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersShareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersShareholders' Meeting. All documents that any Mutual Company 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) None of the information supplied or to be supplied by any Mutual Company regarding Mutual Target Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by UPC Buyer with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. The portions of the Registration Statement and the Proxy Statement relating to Target and its Subsidiaries and other portions within the reasonable control of Target 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 Mutual Company Target Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Proxy Statement Statement, and any other documents to be mailed to Mutual's stockholders filed by a Target Entity or any Affiliate thereof with any Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filed (or when incorporated by reference), and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of MutualTarget, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Target’s Shareholders’ Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Target’s Shareholders’ Meeting. All documents that any Mutual Company 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. None of the information supplied or to be supplied by any Mutual Company regarding Mutual First Premier for inclusion in the Registration Statement to be filed by UPC First Premier with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company First Premier for inclusion in the Proxy Statement to be mailed to MutualPremier's stockholders shareholders in connection with the StockholdersShareholders' Meeting Meeting, and any other documents to be filed by First Premier or 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 stockholders shareholders of MutualPremier, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersShareholders' Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the StockholdersShareholders' Meeting. All documents that any Mutual Company First Premier 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. None of the information supplied Neither this Agreement nor any statement, certificate, instrument or other writing furnished or to be supplied furnished by any Mutual FPFI Company regarding Mutual for inclusion in to Progress pursuant to this Agreement, including the Registration Statement to be filed by UPC with the SEC willExhibits and Schedules hereto, when the Registration Statement becomes effective, be false contains or misleading with respect to any Material fact, or will contain any untrue statement of a Material fact, material fact or will omit to state any Material a material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case . None of the information supplied or to be supplied by any FPFI Company or any Affiliate thereof for inclusion in (i) the Joint Proxy Statement and Offering Circular (and all amendments and supplements thereto), to be mailed to FPFI’s and Progress’s shareholders in connection with the FPFI Shareholders’ Meeting and the Progress Shareholders’ Meeting (as amended and supplemented, the “Joint Proxy Statement/Offering Circular”) and (ii) any other documents to be filed by an Progress Company or any amendment Affiliate thereof or supplement theretowith any Regulatory Authority in connection with the transactions provided for herein, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement/Offering Circular, when first mailed to the shareholders of the Stockholders' MeetingFPFI and Progress, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement make the statements therein, in any earlier communication with respect to light of the solicitation of any proxy for the Stockholders' Meetingcircumstances under which they were made, not misleading. All documents that any Mutual FPFI 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 material respects with the provisions of applicable Law.

Statements True and Correct. (a) None of the information supplied or to be supplied by any Mutual Company regarding Mutual Reliance Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by UPC Xxxxxxx with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. The portions of the Registration Statement and the Proxy Statement relating to Reliance and its Subsidiaries and other portions within the reasonable control of Reliance 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 Mutual Company Reliance Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Proxy Statement Statement, and any other documents to be mailed to Mutual's stockholders filed by a Reliance Entity or any Affiliate thereof with any Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filed (or when incorporated by reference), and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of MutualReliance, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Reliance’s Shareholders’ Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Reliance’s Shareholders’ Meeting. All documents that any Mutual Company 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) None of the information supplied or to be supplied by Seller or the Bank or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by Purchaser 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 Seller and the Bank and other portions within the reasonable control of Seller and the Bank 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 Mutual Company regarding Mutual Seller or the Bank or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement Proxy Statement, and any other documents to be filed by UPC a Seller or the Bank or any Affiliate thereof with any Governmental Authority in connection with the SEC transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filed (or when incorporated by reference), and with respect to the Registration Statement becomes effectiveProxy Statement, when first mailed to the shareholders of Seller, be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Mutual Company for inclusion in the Proxy Statement to be mailed to Mutual's stockholders in connection with the Stockholders' Meeting will, when first mailed to the stockholders of Mutual, be false or misleading with respect to any Material fact, or contain any misstatement of Material fact, or omit to state any Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Shareholders’ Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Shareholders’ Meeting. All documents that any Mutual Company 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) None of the information supplied or to be supplied by any Mutual Company regarding Mutual PLFC Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by UPC WSFS with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any Material fact, or contain any untrue statement of a Material material fact, or omit to state any Material material fact required to be stated thereunder or necessary to make the statements therein not misleading. The portions of the Registration Statement and the Proxy Statement relating to PLFC and its Subsidiaries and other portions within the reasonable control of PLFC 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 Mutual Company PLFC Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Proxy Statement Statement, and any other documents to be mailed to Mutual's stockholders filed by a PLFC Entity or any Affiliate thereof with any Regulatory Authority in connection with the Stockholders' Meeting transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filed (or when incorporated by reference), and with respect to the Proxy Statement, when first mailed to the stockholders shareholders of MutualPLFC, be false or misleading with respect to any Material fact, or contain any misstatement of Material material fact, or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Shareholders’ Meeting, be false or misleading with respect to any Material material fact, or omit to state any Material material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Shareholders’ Meeting. All documents that any Mutual Company 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.