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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, 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 TARGET 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 TARGET PURCHASER Company or any Affiliate thereof to PURCHASER TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET PURCHASER Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET PURCHASER Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, 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 TARGET PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Subject Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Parent with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Subject Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETSubject Company's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET Subject 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 TARGETSubject 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 TARGET Subject Company or any Affiliate thereof is the Subject Company Subsidiaries are 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 TARGET Target Company or any Affiliate thereof to PURCHASER Purchaser pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Target Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Purchaser with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Target Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's the Target shareholders in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any TARGET Target 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 TARGETTarget, 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 TARGET Target Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Purchaser Company or any Affiliate thereof to PURCHASER Target pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Purchaser Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Purchaser with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Purchaser Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Target’s shareholders in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any TARGET 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 TARGETTarget, 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 TARGET 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 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET ONSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER LSB 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 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 TARGET ONSB Company or any Affiliate thereof for inclusion in the ONSB Proxy Statement to be mailed to TARGETONSB's shareholders in connection with the Shareholders' Shareholders Meeting, and any other documents to be filed by any TARGET a ONSB 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 ONSB Proxy Statement, when first mailed to the shareholders of TARGETONSB, be false or misleading with respect to any material fact, or contain any untrue statement of material fact, or omit to state any material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the ONSB 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 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 Shareholders' Meeting. All documents that any TARGET ONSB 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET LSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER LSB 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 TARGET LSB Company or any Affiliate thereof for inclusion in the ONSB Proxy Statement to be mailed to TARGETONSB's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET LSB 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 ONSB Proxy Statement, when first mailed to the shareholders of TARGETONSB, 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, in light of the circumstances under which they were made, not misleading, or, in the case of the ONSB 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 contain any untrue statements of material fact, or omit to state any material fact required to be stated thereunder or 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 TARGET LSB 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 TARGET Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof to PURCHASER any Vaxcel Company pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Registration Statement to be filed by PURCHASER Vaxcel with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Proxy Statement to be mailed to TARGETZynaxis's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET a Zynaxis Company or any Affiliate officer, director, employee or Subsidiary 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 TARGETZynaxis, 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 TARGET Zynaxis Company or any Affiliate officer, director, employee or Subsidiary 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof on behalf of Acquiror for inclusion in the Registration Statement or the Proxy Statement or any other document to be filed by PURCHASER with any governmental agency or regulatory authority in connection with the SEC, transactions contemplated hereby will, when in the Registration case of the Proxy Statement becomes effectiveor any amendment thereof or supplement thereto, be false or misleading with respect at the date it is mailed to shareholders of SCB and Acquiror and at the time of the SCB Shareholders' Meeting and the Acquiror Shareholders' Meeting, contain any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or required to be supplied by any TARGET Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary order 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 theretoRegistration Statement, at the time of the Shareholders' Meetingwhen it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to correct any statement in any earlier communication with respect to make the solicitation statements therein not misleading. Acquiror represents, warrants and agrees that through the Effective Time of any proxy for the Shareholders' Meeting. All documents that any TARGET Company Merger, each of the reports, registrations, statements, applications and other filings filed by it or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection of its subsidiaries with the transactions contemplated hereby Commission, the FRB or any other governmental agency or regulatory authority will be filed on a timely basis, will comply as to form in all material respects with all of the provisions applicable statutes, rules and regulations enforced or promulgated by the governmental agency or regulatory authority with which it will be filed and that the information contained therein will be true and correct in all material respects (and in the case of applicable Lawsuch filings with the Commission will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading). The representations and warranties made by Acquiror hereby contain no statements of material fact which are untrue or misleading, or omit to state any material fact which is necessary under the circumstances to prevent the statements contained herein from being misleading.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET GB&T Company or any Affiliate thereof to PURCHASER CT Financial Services pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET GB&T Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER GB&T with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET GB&T Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's GB&T shareholders in connection with the GB&T Shareholders' Meeting, and any other documents to be filed by any TARGET a GB&T Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETGB&T, 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, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the GB&T 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 an earlier communication with respect to the solicitation of any proxy for the GB&T Shareholders' Meeting. All documents that any TARGET GB&T Company or any Affiliate thereof is are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company CSBI Companies or any Affiliate thereof to PURCHASER Xxxxxxx pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company CSBI Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CSBI with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Company CSBI Companies or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Xxxxxxx shareholders in connection with the Shareholders' Xxxxxxx Meeting, and any other documents to be filed by any TARGET Company CSBI Companies 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 TARGETXxxxxxx, 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' Xxxxxxx 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' Xxxxxxx Meeting. All documents that any TARGET Company CSBI Companies or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material 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 TARGET Company the Coastal Companies or any Affiliate thereof to PURCHASER First Capital pursuant to this Agreement or any other document, agreement 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 TARGET Company the Coastal Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Coastal with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Company the Coastal Companies or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGET's the First Capital Companies' shareholders and Coastal shareholders in connection with the Shareholders' First Capital Meeting and the Coastal Meeting, respectively, and any other documents to be filed by any TARGET Coastal Capital 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 of TARGET, the First Capital Companies and Coastal 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, First Capital Meeting and the Coastal 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 Shareholderseither of such shareholders' Meetingmeetings. All documents that any TARGET Coastal Capital Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company Omnicom, BHA or any Affiliate thereof Career Mosaic for inclusion in the Registration Statement to be filed by PURCHASER with HeadXxxxxx.XXX xxxh the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not no misleading. None of the information supplied or to be supplied by any TARGET Company Omnicom, BHA or any Affiliate thereof Career Mosaic for inclusion in the Proxy Statement to be mailed to TARGET's shareholders HeadXxxxxx.XXX'x xhareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGETHeadXxxxxx.XXX xx 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 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 TARGET Company Omnicom, BHA or any Affiliate thereof is Career Mosaic are 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 TARGET UPC Company or any Affiliate thereof to PURCHASER Magna pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET UPC Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER UPC with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET UPC Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETMagna's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET UPC 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 TARGETMagna, 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 TARGET UPC 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 To the knowledge of CT Financial Services, no statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET CT Financial Services Company or any Affiliate thereof to PURCHASER GB&T pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not Materially misleading. None To the knowledge of CT Financial Services, none of the information supplied or to be supplied by any TARGET CT Financial Services Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER GB&T with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None To the knowledge of CT Financial Services, none of the information supplied or to be supplied by any TARGET CT Financial Services Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCT Financial Services's shareholders in connection with the CT Financial Services Shareholders' Meeting, and any other documents to be filed by any TARGET a CT Financial Services 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 TARGETCT Financial Services, 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 CT Financial Services 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 CT Financial Services Shareholders' Meeting. All documents that any TARGET CT Financial Services Company or any Affiliate thereof is are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, --------------------------- instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's the TARGET shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, 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 TARGET 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 TARGET Company Entity or any Affiliate thereof to PURCHASER Parent pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETthe Company's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET 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 TARGETthe 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 TARGET 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 --------------------------- or other writing furnished or to be furnished by any TARGET Company Flag Companies or any Affiliate thereof to PURCHASER FCB pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company Flag Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Flag with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Company Flag Companies or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGET's FCB shareholders in connection with the Shareholders' Meeting, FCB Meeting and any other documents to be filed by any TARGET Company Flag Companies 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 TARGETFCB, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' FCB 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' Meetingeither of such shareholders’ meetings. All documents that any TARGET Flag 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 --------------------------- instrument, or other writing furnished or to be furnished by any TARGET Company PSHC Entity or any Affiliate thereof to PURCHASER Seacoast pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company PSHC Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Seacoast with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company PSHC Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any TARGET Company a PSHC 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 TARGETPSHC and Seacoast, 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 TARGET Company PSHC 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof on behalf of SCB or SC Bank for inclusion in the Registration Statement registration statement on Form S-4 or other appropriate form, or any amendments or supplements thereto, to be filed by PURCHASER with the SEC, Commission by Acquiror in connection with the transactions contemplated by this Agreement (the "REGISTRATION STATEMENT") or the proxy statement to be used by SCB and Acquiror to solicit the approval of their respective shareholders as contemplated by this Agreement (the "PROXY STATEMENT") or any other document to be filed with any governmental agency or regulatory authority in connection with the transactions contemplated hereby will, when in the Registration case of the Proxy Statement becomes effectiveor any amendment thereof or supplement thereto, be false or misleading with respect at the date it is mailed to shareholders of SCB and Acquiror and at the time of the SCB shareholders' meeting described in Section 6.3 hereof (the "SCB SHAREHOLDERS' MEETING") and at the time of the Acquiror shareholders' meeting described in Section 7.3 hereof (the "ACQUIROR SHAREHOLDERS' MEETING"), contain any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or required to be supplied by any TARGET Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary order 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 theretoRegistration Statement, at the time of the Shareholders' Meetingwhen it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to correct any statement in any earlier communication make the statements therein not misleading. SCB represents, warrants and agrees that through the Effective Time of the Merger, each of the reports, registrations, statements, applications and other filings filed by it or SC Bank with respect to the solicitation of any proxy for Commission, the Shareholders' Meeting. All documents that any TARGET Company Federal Reserve Board (the "FRB") or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby other governmental agency or regulatory authority will be filed on a timely basis, will comply as to form in all material respects with all of the provisions applicable statutes, rules and regulations enforced or promulgated by the governmental agency or regulatory authority with which it will be filed and that the information contained therein will be true and correct in all material respects (and in the case of applicable Lawsuch filings with the Commission will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading). The representations and warranties made by SCB or SC Bank hereby contain no statements of material fact which are untrue or misleading, or omit to state any material fact which is necessary under the circumstances to prevent the statements contained herein from being misleading.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company Seacoast Entity or any Affiliate thereof to PURCHASER PSHC pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company Seacoast Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Seacoast with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company Seacoast Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any TARGET Company Seacoast 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 TARGETPSHC and Seacoast, 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 TARGET Company Seacoast 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 Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET FCB Company or any Affiliate thereof to PURCHASER ANB pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, agreement or instrument referred to herein herein, contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET FCB Company or any Affiliate thereof for inclusion in the Registration Statement documents to be prepared by ANB in connection with the transactions provided for in this Agreement, including without limitation (i) documents to be filed by PURCHASER with the SEC, will, when including without limitation the Registration Statement becomes effectiveon Form S-4 of ANB registering the shares of ANB Common Stock to be offered to the holders of FCB Common Stock, be false or misleading with respect and all amendments thereto (as amended, the “S-4 Registration Statement”) and the Proxy Statement and Prospectus in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto (as amended and supplemented, the “Proxy Statement/Prospectus”), (ii) filings pursuant to any state securities and blue sky Laws, and (iii) filings made in connection with the obtaining of Consents from Regulatory Authorities, in the case of the S-4 Registration Statement, at the time the S-4 Registration Statement is declared effective pursuant to the 1933 Act, in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof and at the time of the meeting of stockholders to which the Proxy Statement/Prospectus relates, and in the case of any other documents, the time such documents are filed with a Regulatory Authority and/or at the time they are distributed to stockholders of ANB or FCB, contains or will contain any untrue statement of a material fact, fact or omit fails to state any material fact necessary to make the statements therein not misleading. None of the information supplied or required to be supplied by any TARGET Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary order 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 TARGET FCB 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 any TARGET Company the First Capital Companies or any Affiliate thereof to PURCHASER Coastal pursuant to this Agreement or any other document, agreement 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 TARGET Company the First Capital Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Coastal with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Company the First Capital Companies or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGET's the First Capital Companies' shareholders and Coastal shareholders in connection with the Shareholders' First Capital Meeting and the Coastal Meeting, respectively, and any other documents to be filed by any TARGET First Capital 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 of TARGET, the First Capital Companies and Coastal 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, First Capital Meeting and the Coastal 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 Shareholderseither of such shareholders' Meetingmeetings. All documents that any TARGET First Capital Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company PSS Entity or any Affiliate thereof to PURCHASER GSMS pursuant to this Agreement or any other document, agreement or instrument referred to herein delivered pursuant hereto contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or PSS Entity or, to PSS's Knowledge, any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER PSS with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company PSS Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by any TARGET Company PSS 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 stockholders of TARGETGSMS and PSS, 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 TARGET Company PSS 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof HeadXxxxxx.XXX xx Merger Sub for inclusion in the Registration Statement to be filed by PURCHASER with HeadXxxxxx.XXX xxxh the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof HeadXxxxxx.XXX xx Merger Sub for inclusion in the Proxy Statement to be mailed to TARGET's shareholders HeadXxxxxx.XXX'x xhareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET Company or any Affiliate thereof with HeadXxxxxx.XXX xxxh 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 TARGETHeadXxxxxx.XXX xx 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 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 TARGET Company or any Affiliate thereof is HeadXxxxxx.XXX xxx Merger Sub are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby hereby, including the Registration Statement and the Proxy Statement, will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No representation or warranty contained in Article Five of this Agreement and no statement, certificate, instrument --------------------------- or other writing furnished or to be furnished for inclusion in the Proxy Statement by any TARGET Peoples Company or any Affiliate thereof to PURCHASER BancTrust pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Peoples Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER BancTrust with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Peoples Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Peoples’ shareholders and BancTrust’s shareholders in connection with the Shareholders' Meeting’ Meetings, and any other documents to be filed by any TARGET a Peoples 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 TARGETPeoples, 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’ Meetings, 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’ Meetings. All documents that any TARGET Peoples Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company the FCB Companies or any Affiliate thereof to PURCHASER Flag pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company the FCB Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Flag with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Company the FCB Companies or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGET's the FCB shareholders in connection with the Shareholders' Meeting, FCB Meeting and any other documents to be filed by any TARGET FCB 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 of TARGETFCB, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, FCB 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' Meetingsuch shareholders’ meeting. All documents that any TARGET FCB 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 --------------------------- instrument, or other writing furnished or to be furnished by any TARGET Magna Company or any Affiliate thereof to PURCHASER UPC pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Magna Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER UPC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Magna Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETMagna's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET a Magna 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 TARGETMagna, 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 TARGET Magna 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 TARGET PURCHASER Company or any Affiliate thereof to PURCHASER TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET PURCHASER Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET PURCHASER Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, 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 TARGET 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 statementFoilmark has furnished Holopak with copies of all written Foilmark Contracts, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light and such copies are true and correct copies of the circumstances under which they were made, not misleadingwritten Foilmark Contracts as such exist on the date of this Agreement. None of the information supplied or to be supplied by any TARGET Foilmark Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Foilmark with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Foilmark Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any TARGET a Foilmark 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 of TARGETFoilmark and Holopak, 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 TARGET Foilmark 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Triangle Company or any Affiliate thereof regarding Triangle or such Affiliate for inclusion in the Registration Statement to be filed by PURCHASER Centura with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Triangle Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETCentura's shareholders and Triangle's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meetings will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of TARGETCentura and Triangle, be false or misleading with respect to any material Material fact, or contain any 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 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 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' MeetingMeetings. All documents that any TARGET Triangle 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 statementHolopak has furnished Foilmark with copies of all written Holopak Contracts, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light and such copies are true and correct copies of the circumstances under which they were made, not misleadingwritten Holopak Contracts as such exist on the date of this Agreement. None of the information supplied or to be supplied by any TARGET Holopak Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Foilmark with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Holopak Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any TARGET Holopak 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 of TARGETFoilmark and Holopak, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, therein in light of the circumstances under which they were made, not misleading, 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 TARGET Holopak 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Centura Company or any Affiliate thereof regarding Centura or such Affiliate for inclusion in the Registration Statement to be filed by PURCHASER Centura with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Centura Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETTriangle's shareholders and Centura's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyMeetings, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of TARGETTriangle and Centura, be false or misleading with respect to any material Material fact, or contain any 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 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 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' MeetingMeetings. All documents that any TARGET Centura 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, certificate or instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company JCN Entity or any Affiliate officer, director or employee thereof to PURCHASER Highwoods pursuant to this Agreement or pursuant to 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 TARGET Company JCN Entity or any Affiliate officer, director or employee thereof for inclusion in the Registration Statement to be filed by PURCHASER Highwoods with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company JCN Entity or any Affiliate officer, director or employee thereof for inclusion in the Proxy Statement to be mailed to TARGETJCN's shareholders in connection with the Shareholders' JCN Shareholders Meeting, and any other documents to be filed by any TARGET Company a JCN Entity or any Affiliate officer, director or employee 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 TARGETJCN, 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' JCN 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' JCN Shareholders Meeting. All documents that any TARGET Company or any Affiliate thereof JCN Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by Xxxxxxx or any TARGET Company Subsidiary or any Affiliate thereof to PURCHASER CSBI pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Xxxxxxx or any TARGET Company Subsidiary or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CSBI with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by Xxxxxxx or any TARGET Company Subsidiary or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Xxxxxxx'x shareholders in connection with the Shareholders' Xxxxxxx Meeting, and any other documents to be filed by any TARGET Company Xxxxxxx 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 TARGETXxxxxxx, 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, Xxxxxxx 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' Xxxxxxx Meeting. All documents that any TARGET Company Xxxxxxx 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 --------------------------- statement or other writing certificate furnished or to be furnished by any TARGET Company or any Affiliate thereof Buyer Entity to PURCHASER Target pursuant to this Agreement or any other document, agreement or instrument document 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 TARGET Company or any Affiliate thereof Buyer Entity for inclusion in the Registration Statement to be filed by PURCHASER Buyer with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company Buyer Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by any TARGET Company or any Affiliate thereof Buyer Entity with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders stockholders of TARGETTarget and Buyer, 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 TARGET Company or any Affiliate thereof Buyer Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET GB&T Company or any Affiliate thereof to PURCHASER Mountain pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET GB&T Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER GB&T with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET GB&T Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's GB&T shareholders in connection with the GB&T Shareholders' ’ Meeting, and any other documents to be filed by any TARGET a GB&T Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETGB&T, 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, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the GB&T 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 an earlier communication with respect to the solicitation of any proxy for the GB&T Shareholders' ’ Meeting. All documents that any TARGET GB&T Company or any Affiliate thereof is are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by or on behalf of any TARGET Company Norrxxx Xxxity or any Affiliate thereof to PURCHASER or for the benefit of Interim pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company Norrxxx Xxxity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SEC, will, when filed and, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company Norrxxx Xxxity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETNorrxxx'x xxxreholders in connection with the Norrxxx Xxxreholders' Meeting and to be mailed to Interim's shareholders in connection with the Interim Shareholders' Meeting, and any other documents to be filed by any TARGET 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 Statement is first mailed to the respective shareholders of TARGETNorrxxx xxx Interim, 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 as to such Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholderseach of Interim's and Norrxxx'x Xxxreholders' 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 respective Shareholders' Meeting. All documents that any TARGET 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 TARGET Company Parent Entity or any Affiliate thereof to PURCHASER the Company pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company Parent Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETthe Company's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET Company Parent 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 TARGETthe 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 TARGET Company Parent 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 representation or warranty contained in Article Six of this Agreement, and no statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET BancTrust Company or any Affiliate thereof to PURCHASER Peoples pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET BancTrust Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER BancTrust with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Peoples’ shareholders or BancTrust’s shareholders in connection with the Shareholders' Meeting’ Meetings, and any other documents to be filed by any TARGET Company or any Affiliate thereof BancTrust with the SEC SEC, or any other Regulatory Authority in connection with the transactions contemplated hereby, hereby will, at the respective time such documents are filed, filed and with respect to the Proxy Statement, when first mailed to the shareholders Shareholders of TARGETPeoples, 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’ Meetings, 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’ Meetings. All documents that any TARGET BancTrust Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by or on behalf of any TARGET Company Interim Entity or any Affiliate thereof to PURCHASER pursuant or for the benefit of Norrxxx xxxsuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company Interim Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SEC, will, when filed and when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company Interim Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETNorrxxx'x xxxreholders in connection with the Norrxxx Xxxreholders' Meeting and to be mailed to Interim's shareholders in connection with the Shareholders' Interim Shareholder's Meeting, and any other documents to be filed by any TARGET 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 Statement is first mailed to the respective shareholders of TARGETNorrxxx xxx Interim, 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 as to such Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholderseach of Interim's and Norrxxx'x Xxxreholders' 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 respective Shareholders' Meeting. All documents that any TARGET 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 TARGET BHC Company or any Affiliate thereof to PURCHASER Premier pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET BHC Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Premier with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET BHC Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETBHC's shareholders in connection with the BHC Shareholders' Meeting, and any other documents to be filed by any TARGET a BHC 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 TARGETBHC, 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 BHC 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 14 any proxy for the BHC Shareholders' Meeting. All documents that any TARGET BHC 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 TARGET North Xxxxxx Company or any Affiliate thereof to PURCHASER Premier pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material 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 TARGET North Xxxxxx Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Premier with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET North Xxxxxx Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's North Xxxxxx'x shareholders in connection with the North Xxxxxx Shareholders' Meeting, and any other documents to be filed by any TARGET a North Xxxxxx 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 TARGETNorth Xxxxxx, 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 North Xxxxxx Shareholders' Meeting, be false or misleading with respect to any material 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 North Xxxxxx Shareholders' Meeting. All documents that any TARGET North Xxxxxx Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material 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 TARGET Vaxcel Company or any Affiliate officer, director, employee or Subsidiary thereof to PURCHASER Zynaxis pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Vaxcel Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Registration Statement to be filed by PURCHASER Vaxcel with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Vaxcel Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Proxy Statement to be mailed to TARGETZynaxis's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET Vaxcel Company or any Affiliate officer, director, employee or Subsidiary 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 TARGETZynaxis, 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 TARGET Vaxcel Company or any Affiliate officer, director, employee or Subsidiary 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 TARGET Company FBWP Entity or any Affiliate thereof to PURCHASER CCBG pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company FBWP Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CCBG with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company FBWP Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFBWP's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET Company a FBWP 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 TARGETFBWP, 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 TARGET Company FBWP 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 TARGET First United Company or any Affiliate thereof to PURCHASER Regions pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET First United Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Regions 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 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 TARGET First United Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFirst United's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET a First United 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 TARGETFirst United, 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 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 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 TARGET First United 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 statementSince January 1, certificate1994, instrument --------------------------- or the date of organization if later, each New Iberia Company has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with any Regulatory Authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on New Iberia). At the time of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each report and other document, including financial statements, exhibits, and schedules thereto, filed by a New Iberia Company with any Regulatory Authority complied in all material respects with all applicable Laws, and (ii) each such report and document did not, in all material respects, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The statements, certificates, instruments, or other writing writings, taken as a whole, furnished or to be furnished by any TARGET New Iberia Company or any Affiliate thereof to PURCHASER Regions pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or herein, do not and will not 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 TARGET New Iberia Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Regions 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 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 TARGET New Iberia Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders New Iberia stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET a New Iberia 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 TARGET, 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 TARGET 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.A-14

Statements True and Correct. No statement, certificate, instrument or --------------------------- or other writing furnished or to be furnished by any TARGET FSB Company or any Affiliate thereof to PURCHASER CBC pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET FSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CBC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET FSB Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFSB's shareholders in connection with the FSB Shareholders' Meeting, and any other documents to be filed by any TARGET FSB 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 TARGETFSB, 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 FSB 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 FSB Shareholders' Meeting. All documents that any TARGET FSB 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 for inclusion in the Proxy Statement by any TARGET CommerceSouth Company or any Affiliate thereof to PURCHASER BancTrust pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET CommerceSouth Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER BancTrust with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET CommerceSouth Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's CommerceSouth’s shareholders and BancTrust’s shareholders in connection with the Shareholders' Meeting’ Meetings, and any other documents to be filed by any TARGET a CommerceSouth 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 TARGETCommerceSouth, 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’ Meetings, 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’ Meetings. All documents that any TARGET CommerceSouth 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 --------------------------- instrument, or other writing furnished or to be furnished by any TARGET PALFED Company or any Affiliate thereof to PURCHASER Regions pursuant to this Agreement or any other document, agreement 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 TARGET PALFED Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Regions with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET PALFED Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETPALFED's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET a PALFED 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 TARGETPALFED, be false or misleading with respect to any material Material fact, or contain any 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 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 TARGET PALFED 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 statementHolopak has furnished Foilmark with copies of all written Holopak Contracts, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light and such copies are true and correct copies of the circumstances under which they were made, not misleadingwritten Holopak Contracts as such exist on the date of this Agreement. None of the information supplied or to be supplied by any TARGET Holopak Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Foilmark with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Holopak Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any TARGET Holopak 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 of TARGETFoilmark and Holopak, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, therein in light of the circumstances under which they were made, not misleading, 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' Meeting. All documents that any TARGET 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.26

Statements True and Correct. No statement, certificate, instrument instrument, or --------------------------- or other writing furnished or to be furnished by any TARGET Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof to PURCHASER any Vaxcel Company pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Registration Statement to be filed by PURCHASER Vaxcel with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Proxy Statement to be mailed to TARGETZynaxis's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET a Zynaxis Company or any Affiliate officer, director, employee or Subsidiary 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 TARGETZynaxis, 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 TARGET Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET PBI Company or any Affiliate thereof to PURCHASER NCC pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, agreement or instrument referred to herein herein, contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET PBI Company or any Affiliate thereof for inclusion in the Registration Statement documents to be prepared by NCC in connection with the transactions provided for in this Agreement, including, without limitation: (i) documents to be filed by PURCHASER with the SEC, willincluding, when without limitation, the Registration Statement becomes effectiveon Form S-4 registering the shares of NCC Common Stock to be offered to the holders of PBI Common Stock, and all amendments thereto (as amended, the “S-4 Registration Statement”), and the proxy statement and prospectus in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto, to be false or misleading delivered to stockholders of PBI in accordance with respect the provisions of this Agreement (as amended and supplemented from time to time, the “Proxy Statement/Prospectus”); (ii) filings pursuant to any state securities Laws; and (iii) filings made in connection with the obtaining of Consents from Regulatory Authorities, in the case of the S-4 Registration Statement, at the time the S-4 Registration Statement is declared effective pursuant to the 1933 Act, in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof and at the time of the meeting of stockholders to which the Proxy Statement/Prospectus relates, and in the case of any other documents, at the time that such documents are filed with a Regulatory Authority and at the time that they are distributed to stockholders of PBI, contains or will contain any untrue statement of a material fact, fact or omit fails to state any material fact necessary to make the statements therein not misleading. None of the information supplied or required to be supplied by any TARGET Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary order 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 TARGET PBI 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 any TARGET SFC Company or any Affiliate thereof to PURCHASER UPC pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET SFC Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER UPC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET SFC Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETSFC's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET a SFC 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 TARGETSFC, 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 TARGET SFC 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 TARGET Company CCBG Entity or any Affiliate thereof to PURCHASER GHC pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company CCBG Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CCBG with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company CCBG Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETGHC's shareholders and FNBGC's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET Company CCBG 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 TARGETGHC and FNBGC, 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 TARGET Company CCBG 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 TARGET Company PSS Entity or any Affiliate thereof to PURCHASER GSMS pursuant to this Agreement or any other document, agreement or instrument referred to herein delivered pursuant hereto contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or PSS Entity or, to PSS's Knowledge, any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER PSS with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company PSS Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by any TARGET Company PSS 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 stockholders of TARGETGSMS and PSS, 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 TARGET Company PSS 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 Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Landmark Company or any Affiliate thereof to PURCHASER NCC pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, agreement or instrument referred to herein herein, contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Landmark Company or any Affiliate thereof for inclusion in the Registration Statement documents to be prepared by NCC in connection with the transactions provided for in this Agreement, including, without limitation: (a) documents to be filed by PURCHASER with the SEC, willincluding, when without limitation, the Registration Statement becomes effectiveon Form S-4 of NCC registering the shares of NCC Common Stock to be offered to the holders of Landmark Common Stock, and all amendments thereto (as amended, the “S-4 Registration Statement”), and the proxy statement-prospectus in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto, to be false or misleading mailed to the holders of Landmark Common Stock in accordance with respect the provisions of this Agreement (as amended and supplemented from time to time, the “Proxy Statement-Prospectus”); (b) filings pursuant to any state securities Laws; and (c) filings made in connection with the obtaining of Consents from Regulatory Authorities, in the case of the S-4 Registration Statement, at the time at which the S-4 Registration Statement is declared effective pursuant to the 1933 Act, in the case of the Proxy Statement-Prospectus, at the time of the mailing thereof, and at the time of the meeting of stockholders to which the Proxy Statement-Prospectus relates, and in the case of any other documents, at the time at which such documents are filed with a Regulatory Authority and/or at the time at which they are distributed to holders of Landmark Common Stock, contains or will contain any untrue statement of a material fact, fact or omit fails to state any material fact necessary to make the statements therein not misleading. None of the information supplied or required to be supplied by any TARGET Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary order 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 TARGET Landmark Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or --------------------------- or other writing furnished or to be furnished by any TARGET GB&T Company or any Affiliate thereof to PURCHASER FNBG pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET GB&T Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER GB&T with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET GB&T Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's GB&T shareholders in connection with the GB&T Shareholders' Meeting, and any other documents to be filed by any TARGET a GB&T Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETGB&T, 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, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the GB&T 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 an earlier communication with respect to the solicitation of any proxy for the GB&T Shareholders' Meeting. All documents that any TARGET GB&T Company or any Affiliate thereof is are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for Murdxxx xxx inclusion in the Registration Statement registration statement on Form S-4, or other appropriate form, to be filed by PURCHASER with the SECSEC by ABI under the Securities Act or the Exchange Act in connection with the transactions contemplated by this Agreement (the "Registration Statement"), the proxy statement to be used by Murdxxx xx solicit any required approval of its stockholders as contemplated by this Agreement (the "Proxy Statement"), or any other document to be filed 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 of the Proxy Statement, when it is first mailed to the stockholders of Murdxxx xxxtain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements are made, not misleading, or, in the case of the Registration Statement Statement, when it is filed with the SEC and at the time 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. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, 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' MeetingStockholders Meeting of Murdxxx xx be held pursuant to Section 8.3 of this Agreement, including any adjournments thereof, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that any TARGET Company or any Affiliate thereof is Murdxxx xx 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, including applicable provisions of the Securities Laws.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET NCC Company or any Affiliate thereof to PURCHASER United pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET NCC Company or any Affiliate thereof for inclusion in (i) the Registration Statement documents to be filed by PURCHASER with the SEC, will, when including without limitation the S-4 Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make and the statements therein not misleading. None of the information supplied or Proxy Statement/Prospectus to be supplied by any TARGET Company or any Affiliate thereof for inclusion mailed to United’s stockholders in connection with the United Stockholders’ Meeting and (ii) the NCC Proxy Statement to be mailed to TARGET's shareholders NCC’s stockholders in connection with the Shareholders' Meeting, NCC Stockholders’ Meeting and (iii) any other documents to be filed by any TARGET an NCC Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the shareholders stockholders of TARGETUnited, or with respect to the NCC Proxy Statement, when first mailed to the stockholders of NCC, 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 TARGET NCC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof CSB for inclusion in the Registration Statement registration statement on Form S-4, or other appropriate form, to be filed by PURCHASER with the SECSEC 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 CSB 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 shareholders of CSB or First Charter, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements are made, not misleading, or, in the case of the Registration Statement 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. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, 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 meeting of the shareholders of either First Charter (the "First Charter Shareholders' Meeting") or CSB (the "CSB 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, fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the CSB Shareholders' Meeting or the First Charter Shareholders' Meeting. All documents that any TARGET Company or any Affiliate thereof CSB 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, including applicable provisions of the Securities Laws. The information which is set forth in the CSB DISCLOSURE SCHEDULE by CSB for the purposes of this Agreement is true and accurate in all material respects.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET HBI Company or any Affiliate thereof to PURCHASER JBI pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, agreement or instrument referred to herein herein, contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET HBI Company or any Affiliate thereof for inclusion in the Registration Statement documents to be prepared by JBI in connection with the transactions provided for in this Agreement, including without limitation (i) documents to be filed by PURCHASER with the SEC, will, when including without limitation the Registration Statement becomes effectiveon Form S-4 of JBI registering the shares of JBI Common Stock to be offered to the holders of HBI Common Stock, be false or misleading with respect and all amendments thereto (as amended, the “S-4 Registration Statement”) and the Proxy Statement and Prospectus in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto (as amended and supplemented, the “Proxy Statement/Prospectus”), (ii) filings pursuant to any state securities and blue sky Laws, and (iii) filings made in connection with the obtaining of Consents from Regulatory Authorities, in the case of the S-4 Registration Statement, at the time the S-4 Registration Statement is declared effective pursuant to the 1933 Act, in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof and at the time of the meeting of stockholders to which the Proxy Statement/Prospectus relates, and in the case of any other documents, the time such documents are filed with a Regulatory Authority and/or at the time they are distributed to stockholders of JBI or HBI, contains or will contain any untrue statement of a material fact, fact or omit fails to state any material fact necessary to make the statements therein not misleading. None of the information supplied or required to be supplied by any TARGET Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary order 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 TARGET HBI 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 any TARGET Company AFI Entity or any Affiliate thereof to PURCHASER Bancorp pursuant to this Agreement or any other document, agreement 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 with respect to be supplied by any TARGET Company an AFI Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Bancorp with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. The allowance for loan losses reflected in the AFI Financial Statements contained in the Registration Statement was adequate, as of the dates thereof, under GAAP. None of the information supplied or with respect to be supplied by any TARGET Company an AFI Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's AFI shareholders in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any TARGET Company AFI 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 times such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETAFI, 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 TARGET Company AFI 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 --------------------------- instrument, or other writing furnished or to be furnished by any TARGET Regions Company or any Affiliate thereof to PURCHASER First United pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Regions Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Regions 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 TARGET Regions Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFirst United's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET 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 Proxy Statement, when first mailed to the shareholders stockholders of TARGETFirst United, 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 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 fact required to be stated thereunder or 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 TARGET 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or --------------------------- to be supplied by any TARGET Company or any Affiliate thereof on behalf of SmarTalk for inclusion in the Registration Statement or the Proxy Statement or any other document to be filed by PURCHASER with any governmental agency or regulatory authority in connection with the SEC, transactions contemplated hereby will, when in the Registration case of the Proxy Statement becomes effectiveor any amendment thereof or supplement thereto, be false or misleading with respect at the date it is mailed to shareholders of the Company and, if applicable, SmarTalk and at the time of the Company Stockholders' Meeting and, if applicable, the SmarTalk Shareholders' Meeting, contain any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or required to be supplied by any TARGET Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary order 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 theretoRegistration Statement, at the time of the Shareholders' Meetingwhen it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to correct any statement in any earlier communication with respect to make the solicitation statements therein not misleading. SmarTalk represents, warrants and agrees that through the Effective Time, each of any proxy for the Shareholders' Meeting. All documents that any TARGET Company reports, registrations, statements, applications and other filings filed by it or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection of its subsidiaries with the transactions contemplated hereby Commission or any other governmental agency or regulatory authority will be filed on a timely basis, will comply as to form in all material respects with all of the provisions applicable statutes, rules and regulations enforced or promulgated by the governmental agency or regulatory authority with which it will be filed and that the information contained therein will be true and correct in all material respects (and in the case of applicable Lawsuch filings with the Commission will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading). The representations and warranties made by SmarTalk hereby contain no statements of material fact which are untrue or misleading, or omit to state any material fact which is necessary under the circumstances to prevent the statements contained herein from being misleading.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET BANK Company or any Affiliate thereof to PURCHASER TIB pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, agreement or instrument referred to herein herein, contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET BANK Company or any Affiliate thereof for inclusion in the Registration Statement documents to be prepared by TIB in connection with the transactions provided for in this Agreement, including without limitation (i) documents to be filed by PURCHASER with the SEC, will, when including without limitation the Registration Statement becomes effectiveon Form S-4 of TIB registering the shares of TIB Common Stock to be offered to the holders of BANK Common Stock, be false or misleading with respect and all amendments thereto (as amended, the “S-4 Registration Statement”) and the Proxy Statement and Prospectus in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto (as amended and supplemented, the “Proxy Statement/Prospectus”), (ii) filings pursuant to any state securities and blue sky Laws, and (iii) filings made in connection with the obtaining of Consents from Regulatory Authorities, in the case of the S-4 Registration Statement, at the time the S-4 Registration Statement is declared effective pursuant to the 1933 Act, in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof and at the time of the meeting of stockholders to which the Proxy Statement/Prospectus relates, and in the case of any other documents, the time such documents are filed with a Regulatory Authority and/or at the time they are distributed to stockholders of TIB or BANK, contains or will contain any untrue statement of a material fact, fact or omit fails to state any material fact necessary to make the statements therein not misleading. None of the information supplied or required to be supplied by any TARGET Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary order 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 TARGET BANK Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET United Company or any Affiliate thereof to PURCHASER NCC pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, agreement or instrument referred to herein herein, contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET United Company or any Affiliate thereof for inclusion in the Registration Statement documents to be prepared by NCC in connection with the transactions provided for in this Agreement, including without limitation: (i) documents to be filed by PURCHASER with the SEC, will, when including without limitation (A) the Registration Statement becomes effectiveon Form S-4 of NCC registering the shares of NCC Common Stock to be offered to the holders of United Common Stock, and all amendments thereto (as amended, the “S-4 Registration Statement”), (B) the Proxy Statement and Prospectus in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto, to be false or misleading delivered to stockholders of United in accordance with respect the provisions of this Agreement (as amended and supplemented, the “Proxy Statement/Prospectus”), and (C) the Proxy Statement in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto, to be delivered to stockholders of NCC in accordance with the provisions of this Agreement (as amended and supplemented, the “NCC Proxy Statement”); (ii) filings pursuant to any state securities Laws; and (iii) filings made in connection with the obtaining of Consents from Regulatory Authorities, in the case of the S-4 Registration Statement, at the time the S-4 Registration Statement is declared effective pursuant to the 1933 Act, in the case of the Proxy Statement/Prospectus and the NCC Proxy Statement, at the time of the mailing thereof and at the time of the meeting of stockholders to which the Proxy Statement/Prospectus or the NCC Proxy Statement relates, and in the case of any other documents, the time such documents are filed with a Regulatory Authority and/or at the time they are distributed to stockholders of NCC or United, contains or will contain any untrue statement of a material fact, fact or omit fails to state any material fact necessary to make the statements therein not misleading. None of the information supplied or required to be supplied by any TARGET Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary order 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 TARGET United 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 To the Knowledge of FNBG, no statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET FNBG Company or any Affiliate thereof to PURCHASER GB&T pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not Materially misleading. None To the Knowledge of FNBG, none of the information supplied or to be supplied by any TARGET FNBG Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER GB&T with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None To the Knowledge of FNBG, none of the information supplied or to be supplied by any TARGET FNBG Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFNBG's shareholders in connection with the FNBG Shareholders' Meeting, and any other documents to be filed by any TARGET a FNBG 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 TARGETFNBG, 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 FNBG 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 FNBG Shareholders' Meeting. All documents that any TARGET FNBG Company or any Affiliate thereof is are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No To the Knowledge of ANB, no statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any TARGET ANB Company or any Affiliate thereof to PURCHASER Mutual pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET ANB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER ANB 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 TARGET ANB Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETMutual's and ANB's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any TARGET ANB 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 of TARGET, Mutual and ANB 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 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 Joint Proxy Statement as amended or any amendment thereof or supplement theretosupplemented, at the time of the Shareholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated thereunder or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' MeetingMeetings. All documents that any TARGET ANB 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 TARGET Company Carolina First Entity or any Affiliate thereof to PURCHASER CB&T pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company Carolina First Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Carolina First with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company Carolina First Entity or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to TARGETCB&T's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET Company Carolina First 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/Prospectus, when first mailed to the shareholders of TARGETCB&T, 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 Statement/Prospectus 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 TARGET Company Carolina First 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 TARGET FBI Company or any Affiliate thereof to PURCHASER Regions pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET FBI Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Regions 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 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 TARGET FBI Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFBI's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET a FBI 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 TARGETFBI, 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 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 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 TARGET FBI 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.. 5.17 Accounting, Tax and Regulatory Matters. No FBI Company or any Affiliate thereof has taken any action, or agreed to take any action, or has any Knowledge of any fact or circumstance that is reasonably likely to (i) prevent the transactions contemplated hereby, including the Merger, from qualifying for pooling-of-interests accounting treatment or treatment as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially impede or delay receipt of any Consents of Regulatory Authorities referred to in Section 9.1(b) of this Agreement. To the Knowledge of FBI, there exists no fact, circumstance, or reason why the requisite Consents referred to in Section 9.1(b) of this Agreement cannot be received in a timely manner without imposition of any condition of the type described in the second sentence of such Section 9.1(b). 5.18 State Takeover Laws. Each FBI Company has taken all necessary action to exempt the transactions contemplated by this Agreement from any applicable "moratorium," "control share," "fair price," "business combination," or other anti-takeover laws and regulations of the State of Georgia (collectively, "Takeover Laws"), including Sections 14-2-1111 and 14-2-1132 of the GBCC. 5.19

Statements True and Correct. No statement, certificate, ---------------------------- instrument --------------------------- or other writing furnished or to be furnished by any TARGET Target Company or any Affiliate thereof to PURCHASER Purchaser pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Target Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Purchaser with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Target Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's the Target shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET Target 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 TARGETTarget, 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 TARGET Target 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 --------------------------- instrument, or other writing furnished or to be furnished by any TARGET Company OGS Entity or any Affiliate thereof to PURCHASER HCBF pursuant to this Agreement or any other document, agreement 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 The Allowance reflected in the OGS Financial Statements was adequate, as of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SECdates thereof, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleadingunder GAAP. None of the information supplied or with respect to be supplied by any TARGET Company a OGS Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's OGS shareholders in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any TARGET Company OGS 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 times such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETOGS, 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 TARGET Company OGS 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Regions Company or any Affiliate thereof regarding Regions or such Affiliate for inclusion in the Registration Statement to be filed by PURCHASER Regions with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Regions Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETFCC's shareholders and Regions' stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyMeetings, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of TARGETFCC and Regions, be false or misleading with respect to any material Material fact, or contain any 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 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 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' MeetingMeetings. All documents that any TARGET 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 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET BSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Republic with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET BSB Company or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to TARGETBSB's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET an BSB 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 StatementStatements/Prospectus, when first mailed to the shareholders stockholders of TARGETBSB, 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, misleading or, in the case of the Proxy Statement Statements/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' MeetingMeetings. All documents that any TARGET BSB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by either BCG or any TARGET Company of the BCG Banks or any Affiliate thereof to PURCHASER CSBI pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by either BCG or any TARGET Company of the BCG Banks or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CSBI with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by either BCG or any TARGET Company of the BCG Banks or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's BCG shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by either BCG or any TARGET Company of the BCG Banks 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 TARGETBCG, 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 either BCG or any TARGET Company of the BCG Banks 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Subject Company or any Affiliate thereof expressly for inclusion in the Registration Statement to be filed by PURCHASER Parent with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Subject Company or any Affiliate thereof expressly for inclusion in the Subject Company Proxy Statement to be mailed to TARGETSubject Company's shareholders in connection with the Subject Company Shareholders' Meeting, and any other documents to be filed by any TARGET Subject 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 Subject Company Proxy Statement, when first mailed to the shareholders of TARGETSubject 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 Subject Company Proxy Statement or any amendment thereof or supplement thereto, at the time of the Subject Company Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement made by Subject Company in any earlier communication with respect to the solicitation of any proxy for the Subject Company Shareholders' Meeting. All documents that any TARGET Subject Company or any Affiliate thereof Subject Company Subsidiary 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. None of the information supplied or to be supplied by Subject Company expressly for inclusion in the Parent Proxy Statement to be mailed to Parent shareholders in connection with the Parent Shareholders' Meeting will, at the respective time such Parent Proxy Statement is filed, or when such Parent Proxy Statement is first mailed to the shareholders of Parent, 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, at the time of the Parent Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statements made by Subject Company in any earlier communication with respect to the Parent Shareholders' Meeting.

Statements True and Correct. No statement, certificate, ---------------------------- instrument --------------------------- or other writing furnished or to be furnished by any TARGET Purchaser Company or any Affiliate thereof to PURCHASER Target pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Purchaser Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Purchaser with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Purchaser Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETTarget's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET 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 TARGETTarget, 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 TARGET 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 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 TARGET Company Highwoods Entity or any Affiliate thereof to PURCHASER JCN pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company Highwoods Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Highwoods with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company Highwoods Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETJCN's shareholders in connection with the Shareholders' JCN Shareholders Meeting, and any other documents to be filed by any TARGET Company Highwoods 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 TARGETJCN, 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' JCN 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' JCN Shareholders Meeting. All documents that any TARGET Company Highwoods Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions 30 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 TARGET Premier Company or any Affiliate thereof to PURCHASER Xxxxxx Xxxxxxxx pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Premier Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Premier with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Premier Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETPremier's shareholders in connection with the Premier Shareholders' Meeting, and any other documents to be filed by any TARGET Premier Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETPremier, 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 Premier 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 Premier Shareholders' Meeting. All documents that any TARGET Premier Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET MSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER IBC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET MSB Company or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to TARGETMSB's shareholders in connection with the MSB Shareholders' Meeting or the Proxy Statement/Prospectus to be mailed to IBC's shareholders in connection with the IBC Shareholder's Meeting, and any other documents to be filed by any TARGET Company MSB or any Affiliate thereof with the SEC SEC, the OTS or any other Regulatory Authority in connection with the transactions contemplated herebyby the Merger Documents, will, at the respective time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the respective shareholders of TARGETMSB and IBC, 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 Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the MSB or IBC Shareholders' Meeting, as applicable, be false or misleading with respect to any material fact, or omit to state any material fact facts necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the MSB or IBC Shareholders' Meeting. All documents that any TARGET MSB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby by the Merger Documents will comply as to form in all material respects with the provisions of applicable Lawlaw. Neither this Agreement nor any schedule, statement, list, certificate or other written information furnished or to be furnished by MSB in connection with this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a mate rial fact necessary to make the statements contained herein or therein, in light of the circumstances in which they are made, not misleading.

Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any TARGET Company FAHC Entity or any Affiliate thereof to PURCHASER HCBF pursuant to this Agreement or any other document, agreement 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 The Allowance reflected in the FAHC Financial Statements was adequate, as of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SECdates thereof, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleadingunder GAAP. None of the information supplied or with respect to be supplied by any TARGET Company a FAHC Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's FAHC shareholders in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any TARGET Company FAHC 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 times such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETFAHC, 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 TARGET Company FAHC 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 TARGET Premier Company or any Affiliate thereof to PURCHASER Central and Southern pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Premier Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Premier with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Premier Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETPremier's shareholders in connection with the Premier Shareholders' Meeting, and any other documents to be filed by any TARGET Premier Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETPremier, 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 Premier 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 Premier Shareholders' Meeting. All documents that any TARGET Premier Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET First Michigan Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Huntington with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET First Michigan Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFirst Michigan's shareholders in connection with the First Michigan Shareholders' Meeting or the Proxy Statement to be mailed to Huntington's shareholders in connection with the Huntington Shareholders' Meeting, and any other documents to be filed by any TARGET Company a First Michigan or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyby the Merger Documents, will, at the respective time such documents are filed, and with respect to the Proxy StatementStatements, when first mailed to the respective shareholders of TARGETFirst Michigan and Huntington, 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 Statements or any amendment thereof or supplement thereto, at the time of the First Michigan or Huntington Shareholders' Meeting, as 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 First Michigan or Huntington Shareholders' Meeting. All documents that any TARGET First Michigan Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby by the Merger Documents 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 TARGET PBI Company or any Affiliate thereof to PURCHASER NCBC pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains contains, or will contain 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 TARGET PBI Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER NCBC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET PBI Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETPBI's shareholders in connection with the Shareholdersshareholders' Meetingmeeting, and any other documents to be filed by any TARGET a PBI Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebythereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETPBI, be false or misleading with respect to contain any untrue statement of material fact, or omit to state any material fact necessary to make the statements therein, 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 Shareholdersshareholders' Meetingmeeting, be false or misleading with respect to contain any untrue statement of material fact, or omit to state any material fact necessary to correct any make the statement 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 TARGET PBI Company or any Affiliate thereof is responsible for filing with any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statementFoilmark has furnished Holopak with copies of all written Foilmark Contracts, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light and such copies are true and correct copies of the circumstances under which they were made, not misleadingwritten Foilmark Contracts as such exist on the date of this Agreement. None of the information supplied or to be supplied by any TARGET Foilmark Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Foilmark with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Foilmark Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any TARGET a Foilmark 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 of TARGETFoilmark and Holopak, 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 TARGET Foilmark 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.. 5.17

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company CCBG Entity or any Affiliate thereof to PURCHASER FABC pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company CCBG Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CCBG with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Company CCBG Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's the shareholders of FABC in connection with the Shareholders' Meeting, and none of the information contained in any other documents to be filed by any TARGET Company CCBG 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 times such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETFABC, 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 TARGET Company CCBG 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 TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company of the SouthFirst Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER SouthFirst with the SEC, will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Company of the SouthFirst Companies or any Affiliate thereof for inclusion in the Prospectus/Joint Proxy Statement to be mailed to TARGETChilxxx Xxxnty's shareholders in connection with the Chilxxx Xxxnty Shareholders' Meeting, and any other documents to be filed by any TARGET Company of the SouthFirst Companies 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 Prospectus/Joint Proxy Statement, when first mailed to the shareholders of TARGETChilxxx Xxxnty, 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 Prospectus/Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Chilxxx Xxxnty 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 TARGET Company of the SouthFirst Companies or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No To the Knowledge of Mutual, no statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any TARGET Mutual Company or any Affiliate thereof to PURCHASER ANB pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Mutual Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER ANB 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 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 TARGET Mutual Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETMutual's and ANB's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any TARGET Mutual 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 of TARGET, Mutual and ANB 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 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 Joint Proxy Statement as amended or any amendment thereof or supplement theretosupplemented, at the time of the Shareholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated thereunder or necessary to correct any material statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' MeetingMeetings. All documents that any TARGET Mutual 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 TARGET CROSSROADS Company or any Affiliate thereof to PURCHASER SNB pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET CROSSROADS Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER SNB with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET CROSSROADS Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCROSSROAD's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET CROSSROADS 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 TARGETCROSSROADS, 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 TARGET CROSSROADS 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 TARGET UPC Company or any Affiliate thereof to PURCHASER Capital pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET UPC Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER UPC with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET UPC Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCapital's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET UPC 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 TARGETCapital, 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 TARGET UPC 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 TARGET Company CCBG Entity or any Affiliate thereof to PURCHASER FMB pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company CCBG Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CCBG with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company CCBG Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's FMB shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any TARGET Company CCBG 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 TARGETFMB, 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 TARGET Company CCBG 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 statement of any TARGET BancTrust Company or certificate of any Affiliate thereof BancTrust Company to PURCHASER CommerceSouth pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET BancTrust Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER BancTrust with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCommerceSouth= s shareholders or BancTrust's shareholders in connection with the Shareholders' MeetingShareholders= Meetings, and any other documents to be filed by any TARGET Company or any Affiliate thereof BancTrust with the SEC SEC, or any other Regulatory Authority in connection with the transactions contemplated hereby, hereby will, at the respective time such documents are filed, filed and with respect to the Proxy Statement, when first mailed to the shareholders Shareholders of TARGETCommerceSouth, 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' MeetingMeetings, 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' MeetingShareholders= Meetings. All documents that any TARGET Company or any Affiliate thereof BancTrust 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, representation or warranty made by C&S nor any statement or certificate or instrument --------------------------- furnished by C&S as information which is included in an Exhibit or other writing furnished Schedule in connection with this Agreement nor any statement or certificate to be furnished by any TARGET Company or any Affiliate thereof C&S to PURCHASER Brunswick pursuant to this Agreement Agreement, or any other documentin connection with the transactions contemplated by this Agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements contained therein not misleading. None of the information supplied or to be supplied by any TARGET Company or any Affiliate thereof C&S for inclusion in the Registration Statement to be filed by C&S with the SEC in connection with the C&S Common Stock to be issued in the Merger, the Proxy Statement to be mailed to TARGET's shareholders the Brunswick stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by with any TARGET 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, in the case of the Registration Statement, when it becomens effective, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of TARGETBrunswick, 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 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 TARGET Company or any Affiliate thereof C&S is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby Merger will comply as to form in all material respects with the provisions of applicable Lawlaw.

Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any TARGET Regions Company or any Affiliate thereof to PURCHASER FBI pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Regions Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Regions 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 TARGET Regions Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFBI's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET 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 Proxy Statement, when first mailed to the shareholders stockholders of TARGETFBI, 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 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 fact required to be stated thereunder or 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 TARGET 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.. 6.10

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Xxxxxx Xxxxxxxx Company or any Affiliate thereof to PURCHASER Premier pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material 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 TARGET Xxxxxx Xxxxxxxx Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Premier with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET Xxxxxx Xxxxxxxx Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Xxxxxx Xxxxxxxx'x shareholders in connection with the Xxxxxx Xxxxxxxx Shareholders' Meeting, and any other documents to be filed by any TARGET a Xxxxxx Xxxxxxxx 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 TARGETXxxxxx Xxxxxxxx, 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 Xxxxxx Xxxxxxxx Shareholders' Meeting, be false or misleading with respect to any material 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 Xxxxxx Xxxxxxxx Shareholders' Meeting. All documents that any TARGET Xxxxxx Xxxxxxxx Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company Savannah Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Savannah with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company Savannah Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any TARGET Company Savannah 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 TARGETBryan and Savannah, be false or misleading misleaxxxx 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 TARGET Company Savannah 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 TARGET Company Farmers or any Affiliate thereof to PURCHASER Premier pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET Company Farmers or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Premier with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET Company Farmers or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Farmers' shareholders in connection with the Farmers Shareholders' Meeting, and any other documents to be filed by any TARGET Company Farmers 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 TARGETFarmers, 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 Farmers 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 Farmers Shareholders' Meeting. All documents that any TARGET Company Farmers 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 for inclusion in the Proxy Statement by any TARGET CommerceSouth Company or any Affiliate thereof to PURCHASER BancTrust pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET CommerceSouth Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER BancTrust with the SEC, SEC will, when the Registration Statement becomes effective, 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 not misleading. None of the information supplied or to be supplied by any TARGET CommerceSouth Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCommerceSouth= s shareholders and BancTrust's shareholders in connection with the Shareholders' MeetingShareholders= Meetings, and any other documents to be filed by any TARGET a CommerceSouth 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 TARGETCommerceSouth, 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' MeetingShareholders= Meetings, 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' MeetingShareholders= Meetings. All documents that any TARGET CommerceSouth Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any TARGET Company or any Affiliate thereof to PURCHASER pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any TARGET FCC Company or any Affiliate thereof regarding FCC or such Affiliate for inclusion in the Registration Statement to be filed by PURCHASER Regions with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any TARGET FCC Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETRegions' and FCC's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any TARGET Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meetings will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of TARGETRegions and FCC, be false or misleading with respect to any material Material fact, or contain any 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 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 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' MeetingMeetings. All documents that any TARGET FCC 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.