Common use of Statements True and Correct Clause in Contracts

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Entity or any Affiliate thereof to Buyer 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.

Appears in 17 contracts

Samples: Agreement and Plan of Merger (Seacoast Banking Corp of Florida), Agreement and Plan of Merger (SCBT Financial Corp), Agreement and Plan of Merger (First Community Corp /Sc/)

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Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Buyer Entity or any Affiliate thereof to Buyer Seller 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.

Appears in 11 contracts

Samples: Agreement and Plan of Merger (Georgia-Carolina Bancshares, Inc), Agreement and Plan of Merger (State Bank Financial Corp), Agreement and Plan of Merger (First Community Corp /Sc/)

Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Seller Buyer Entity or any Affiliate thereof to Buyer Seller 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.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (New Commerce Bancorp), Agreement and Plan of Merger (Seacoast Banking Corp of Florida), Agreement and Plan of Share Exchange (First Security Group Inc/Tn)

Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Seller Entity or any Affiliate thereof to Buyer Targets 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Flint Telecom Group Inc.), Agreement and Plan of Merger (Flint Telecom Group Inc.), Agreement and Plan of Merger (China Voice Holding Corp.)

Statements True and Correct. (a) No statementThe statements, certificatecertificates, instrument, or instruments and other writing writings furnished or to be furnished by any Seller Entity the Buyer Entities or any Affiliate thereof to Buyer Target pursuant to this Agreement or any and the other documentdocuments, agreement, or instrument agreements and instruments referred to herein contains or do not contain 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Lev Pharmaceuticals Inc), Agreement and Plan of Merger (Authentidate Holding Corp), Agreement and Plan of Merger (Authentidate Holding Corp)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Buyer Entity or any Affiliate thereof to Buyer the Seller 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Community Bancshares Inc), Agreement and Plan of Merger (Yadkin Valley Financial Corp)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Entity or any Affiliate thereof to Buyer 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.

Appears in 2 contracts

Samples: Agreement and Plan of Share Exchange (First Security Group Inc/Tn), Agreement and Plan of Share Exchange (Habersham Bancorp)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Entity Buyer or any Affiliate thereof to Buyer ASBB 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (First Bancorp /Nc/), Agreement and Plan of Merger and Reorganization (ASB Bancorp Inc)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Cornerstone Entity or any Affiliate thereof to Buyer Parent 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.

Appears in 2 contracts

Samples: Cfo Non Solicitation Agreement (First Community Corp /Sc/), Agreement and Plan of Merger (First Community Corp /Sc/)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Entity or any Affiliate thereof the Company to Buyer Parent 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ndchealth Corp), Agreement and Plan of Merger (Per Se Technologies Inc)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller BFTL Entity or any Affiliate thereof to Buyer Parent 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.

Appears in 2 contracts

Samples: Employment Agreement (First National Corp /Va/), Employment Agreement (First National Corp /Va/)

Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Seller Entity SPAH or any Affiliate thereof to Buyer FFC 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Frontier Financial Corp /Wa/), Agreement and Plan of Merger (SP Acquisition Holdings, Inc.)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Entity or any Affiliate thereof Parent to Buyer 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ndchealth Corp), Agreement and Plan of Merger (Per Se Technologies Inc)

Statements True and Correct. (a) No written statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Seller MAPICS Entity or any Affiliate thereof to Buyer Frontstep 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mapics Inc), Agreement and Plan of Merger (Frontstep Inc)

Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Seller FFC Entity or any Affiliate thereof to Buyer SPAH 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SP Acquisition Holdings, Inc.), Agreement and Plan of Merger (Frontier Financial Corp /Wa/)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Entity the Company or any Affiliate thereof to Buyer any Holder 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.

Appears in 2 contracts

Samples: Standstill Agreement (Ebank Financial Services Inc), Standstill Agreement (Rhineheart Gary Reed)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Parent Entity or any Affiliate thereof to Buyer BFTL 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.

Appears in 2 contracts

Samples: Employment Agreement (First National Corp /Va/), Employment Agreement (First National Corp /Va/)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Parent Entity or any Affiliate thereof to Buyer Cornerstone 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Community Corp /Sc/), Cfo Non Solicitation Agreement (First Community Corp /Sc/)

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Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Entity or any Affiliate thereof to the Buyer 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Community Bancshares Inc), Agreement and Plan of Merger (Yadkin Valley Financial Corp)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Entity Buyer or any Affiliate thereof to Buyer SB 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Select Bancorp, Inc.)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Futurus Entity or any Affiliate thereof to Buyer any Crescent Entity 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Crescent Banking Co)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Independence Entity or any Affiliate thereof to Buyer Parent 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Independence Bancshares, Inc.)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Entity the Company or any Affiliate thereof Shareholder to Buyer Purchaser pursuant to this Agreement or any other document, agreement, or instrument referred to herein Purchase Document 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ndchealth Corp)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Parent Entity or any Affiliate thereof to Buyer Independence 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Independence Bancshares, Inc.)

Statements True and Correct. (a) No statement, certificate, --------------------------- instrument, or other writing furnished or to be furnished by any Seller Company Entity or any Affiliate thereof to Buyer Acquiror 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 omits to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that any 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mohawk Industries Inc)

Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Seller Buyer Entity or any Affiliate thereof to Buyer Target 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Duck Head Apparel Co Inc)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Target Entity or any Affiliate thereof to Buyer 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Duck Head Apparel Co Inc)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Entity or any Affiliate thereof the Parent to Buyer Subsidiary 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.

Appears in 1 contract

Samples: Merger Agreement (CNB Bancorp Inc/Va)

Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Seller Entity Buyer or any Affiliate thereof to Buyer CBG 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Entegra Financial Corp.)

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