Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. As of the date of the Proxy Statement-Prospectus and the date of the meeting of the shareholders of Company to which such Proxy Statement-Prospectus relates, the Proxy Statement-Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that information as of a later date shall be deemed to modify information as of an earlier date; provided, further, that no representation and warranty is made with respect to information relating to Buyer or Buyer Bank included in the Proxy Statement-Prospectus pursuant to Section 4.10 hereof.

Proxy Statement/Prospectus. As of the date of the Proxy Statement-/Prospectus and the date dates of the meeting of the shareholders of Company Bank to which such Proxy Statement-/Prospectus relates, the Proxy Statement-/Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, provided that information as of a later date shall be deemed to modify information as of an earlier date; provided, further, and further provided that no representation and warranty is made with respect to information relating to Buyer or Buyer Bank included in the Proxy Statement-Prospectus pursuant to Section 4.10 hereof/Prospectus.

Proxy Statement/Prospectus. As of the date of the Proxy Statement-/Prospectus and the date dates of the meeting of the shareholders of the Company to which such Proxy Statement-/Prospectus relates, the Proxy Statement-/Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, provided that information as of a later date shall be deemed to modify information as of an earlier date; provided, further, and further provided that no representation and or warranty is made with respect to information relating to Buyer or Buyer Bank included in the Proxy Statement-Prospectus pursuant to Section 4.10 hereof/Prospectus.

Proxy Statement/Prospectus. As of the date of the Proxy Statement-/Prospectus and the date dates of the meeting of the shareholders of Company NUVO to which such Proxy Statement-/Prospectus relates, the Proxy Statement-/Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that information as of a later date shall be deemed to modify information as of an earlier date; provided, further, and further provided that no representation and warranty is made with respect to information relating to Buyer Merchants included in, or Buyer Bank included in provided by Merchants for inclusion in, the Proxy Statement-Prospectus pursuant to Section 4.10 hereof/Prospectus.

Proxy Statement/Prospectus. As of the date of the Proxy Statement-/Prospectus and the date dates of the meeting of the shareholders of the Company to which such Proxy Statement-/Prospectus relates, the Proxy Statement-/Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, provided that information as of a later date shall be deemed to modify information as of an earlier date; provided, further, and further provided that no representation and warranty is made with respect to information relating to Buyer or Buyer Bank included in the Proxy Statement-Prospectus pursuant to Section 4.10 hereof/Prospectus.