Common use of Statements True and Correct Clause in Contracts

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank for inclusion in any documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, 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. All documents that Bancshares or the Bank 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 statement, certificate, instrument or warranty made by the Bank nor any statement other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares any PURCHASER Company or the Bank any Affiliate thereof to the Company TARGET pursuant to this Agreement or in connection with the transactions contemplated by this Agreementany other document, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares any PURCHASER Company or the Bank any Affiliate thereof for inclusion in any documents to be filed by any 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 times time such documents are filed, 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 therein, in light of the circumstances under which they were made, not misleading. All documents that Bancshares any PURCHASER Company or the Bank any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable lawLaw.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PFSL, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. All documents that Bancshares or the Bank Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by the Merger Agreement will comply as to form in all material respects with the provisions of applicable lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the shareholders of TSH, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the 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 make the statements therein in light of the circumstances under which they were made not misleading. All documents that Bancshares or the Bank Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby or by this Agreement will comply as to form in all material respects with the provisions of applicable lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank BBI for inclusion in the Registration Statement, the proxy statement/prospectus or any documents other document to be filed with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and with respect to the proxy statement/prospectus, when first mailed to FNB shareholders, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the proxy statement/prospectus or any supplement thereto, at the time of the FNB Shareholders' Meeting or BBI 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 FNB Shareholders' Meeting. All documents that Bancshares or the Bank BBI is responsible for filing with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of federal and state securities law.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank SWVA for inclusion in the Registration Statement, the Proxy Statement/Prospectus or any documents other document to be filed with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and with respect to the Proxy Statement/Prospectus, when first mailed to SWVA shareholders, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement/Prospectus or any supplement thereto, at the time of the SWVA 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 SWVA Shareholders' Meeting. All documents that Bancshares or the Bank SWVA is responsible for filing with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of federal and state securities law.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank FNB for inclusion in the Registration Statement, the proxy statement/prospectus or any documents other document to be filed with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and with respect to the proxy statement/prospectus, when first mailed to BBI shareholders, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the proxy statement/prospectus or any supplement thereto, at the time of the BBI Shareholders' Meeting or FNB 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 BBI Shareholders' Meeting. All documents that Bancshares or the Bank FNB is responsible for filing with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of federal and state securities law.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with Neither this Agreement nor any statement statement, certificate, instrument or certificate other writing furnished or to be furnished by Bancshares any TPB Company or the Bank any Affiliate thereof to the Company Parent pursuant to this Agreement Agreement, including the Exhibit and Schedules hereto, or in connection with the transactions contemplated by this Agreementany other document, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares any TPB Company or the Bank any Affiliate thereof for inclusion in any the documents to be prepared by Parent in connection with the Transaction, including, without limitation: (a) documents to be filed with the SEC; (b) documents to be provided to the Transaction Shareholders; (c) Filings pursuant to any Regulatory Authority state securities Laws; and (d) Filings made in connection with the transactions contemplated hereby, willobtaining of Consents from Regulatory Authorities, at the respective times time at which such documents are filedfiled with a Regulatory Authority and/or at the time at which they are distributed to the Transaction Shareholders, be false contains or misleading with respect to will contain any untrue statement of a material fact, fact or omit fails to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. All documents that Bancshares or the Bank any TPB Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby Transaction will comply as to form in all material respects with the provisions of applicable lawLaw.

Statements True and Correct. No representation None of the information supplied or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished supplied by Bancshares or any Mutual Company regarding Mutual for inclusion in the Bank Registration Statement to the Company pursuant to this Agreement or in connection be filed by UPC with the transactions contemplated by this AgreementSEC will, contains when the Registration Statement becomes effective, be false or will misleading with respect to any Material fact, or contain any untrue statement of material fact a Material fact, or omits or will omit to state a material any Material fact required to be stated thereunder or necessary to make the statements contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank any Mutual Company for inclusion in any documents the Proxy Statement to be filed with any Regulatory Authority mailed to Mutual's stockholders in connection with the transactions contemplated hereby, Stockholders' Meeting will, at when first mailed to the respective times such documents are filedstockholders of Mutual, 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 therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any Material fact, or omit to state any Material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that Bancshares or the Bank any Mutual Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable lawLaw.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank First National for inclusion in any documents the Registration Statement to be filed with any Regulatory Authority in connection by FBI with the transactions contemplated hereby, SEC will, at when the respective times such documents are filedRegistration Statement 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 by First National for inclusion in the Proxy Statement to be mailed to First National's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by a First National with any 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 First National, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the 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 Bancshares or the Bank First National is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable lawLaw.

Statements True and Correct. No representation statement, certificate, instrument or warranty made by the Bank nor any statement other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares any PURCHASER Company or the Bank any Affiliate thereof to the Company TARGET or any TARGET Indemnified Person pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, any Ancillary Agreement contains or will contain any untrue statement of any material fact or omits or will omit to state a any material fact necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares TARGET, any PURCHASER Company or the Bank any Affiliate thereof for inclusion in any documents to be filed by any 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 times time such documents are filed, 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 therein, in light of the circumstances under which they were made, not misleading. All documents that Bancshares any PURCHASER Company or the Bank any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable lawLaw.

Statements True and Correct. No representation None of the information supplied or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished supplied by Bancshares any ▇▇▇▇▇▇ Company or any Affiliate thereof regarding ▇▇▇▇▇▇ or such Affiliate for inclusion in the Bank Registration Statement to the Company pursuant to this Agreement or in connection be filed by Regions with the transactions contemplated by this AgreementSEC will, contains or will when the Registration Statement becomes effective, contain any untrue statement of a material fact fact, or omits or will omit to state a any material fact required to be stated thereunder or necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares any ▇▇▇▇▇▇ Company or the Bank any Affiliate thereof for inclusion in any documents the Proxy Statement to be filed with any Regulatory Authority mailed to ▇▇▇▇▇▇'▇ stockholders in connection with the transactions contemplated hereby, Stockholders' Meeting will, at when first mailed to the respective times such documents are filedstockholders of ▇▇▇▇▇▇, be false or misleading with respect to contain any misstatement of material fact, or omit to state any material fact required to be stated thereunder or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, 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 Stockholders' Meeting. All documents that Bancshares any ▇▇▇▇▇▇ Company or the Bank any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable lawLaw.

Statements True and Correct. No representation None of the information supplied or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished supplied by Bancshares any Regions Company or any Affiliate thereof regarding Regions or such Affiliate for inclusion in the Bank Registration Statement to the Company pursuant to this Agreement or in connection be filed by Regions with the transactions contemplated by this AgreementSEC will, contains or will when the Registration Statement becomes effective, contain any untrue statement of material fact a Material fact, or omits or will omit to state a material any Material fact required to be stated thereunder or necessary to make the statements contained therein not misleading. None of the information supplied or to be supplied by Bancshares any Regions Company or the Bank any Affiliate thereof for inclusion in any documents the Proxy Statement to be filed with any Regulatory Authority mailed to Park Meridian's stockholders in connection with the transactions contemplated herebyStockholders' Meeting, will, at when first mailed to the respective times such documents are filedstockholders of Park Meridian, be false or misleading with respect to contain any material misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, 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 Stockholders' Meeting. All documents that Bancshares any Regions Company or the Bank 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 lawLaw.

Statements True and Correct. No representation statement, certificate, instrument, or warranty made by the Bank nor any statement other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank any ▇▇▇▇▇ BANK Entity to the Company FLAG pursuant to this Agreement or in connection with the transactions contemplated by this Agreementany other document, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares or the Bank any ▇▇▇▇▇ BANK Entity for inclusion in any documents the registration statement to be filed with any Regulatory Authority in connection by FLAG with the transactions contemplated hereby, SEC in accordance with Section 8.1 will, at the respective times when such documents are filedregistration statement 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. All documents that Bancshares or the Bank any ▇▇▇▇▇ BANK 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 lawLaw. No documents to be filed by a ▇▇▇▇▇ BANK Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, 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.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with Neither this Agreement nor any statement statement, certificate, instrument or certificate other writing furnished or to be furnished by Bancshares any NCC Company or the Bank any Affiliate thereof to the Company Landmark pursuant to this Agreement Agreement, including the Exhibits or in connection with the transactions contemplated by this AgreementSchedules hereto, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares any NCC Company or the Bank any Affiliate thereof for inclusion in any (a) the documents to be filed with the SEC, including, without limitation, the S-4 Registration Statement and the Proxy Statement-Prospectus to be mailed to the holders of Landmark Common Stock, and (b) any other documents to be filed by any 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 times time at which such documents are filed, and with respect to the Proxy Statement-Prospectus, when first mailed to the holders of Landmark Common Stock, 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 therein, in light of the circumstances under which they were made, not misleading. All documents that Bancshares any NCC Company or the Bank 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 lawLaw.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the shareholders of CMBC be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the 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 make the statements therein in light of the circumstances under which they were made not misleading. All documents that Bancshares or the Bank Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement and (iii) any other documents to be filed with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the shareholders of FGBC be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the 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 make the statements therein in light of the circumstances under which they were made not misleading. All documents that Bancshares or the Bank Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank NationsBank for inclusion in any documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby, Registration Statement or the Proxy Statement will, at in the respective times case of the Proxy Statement, when it is first mailed to the stockholders of 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 documents statements are filedmade, not misleading or, in the case of the Registration Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that Bancshares or the Bank NationsBank 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, including applicable provisions of the Securities Laws.

Statements True and Correct. No representation written statement, certificate, or warranty made by the Bank nor any statement other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank any THOMASTON FEDERAL Entity to the Company FLAG pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied in writing by Bancshares or the Bank any THOMASTON FEDERAL Entity specifically for inclusion in any documents the Registration Statement to be filed with any Regulatory Authority in connection by FLAG with the transactions contemplated hereby, SEC in accordance with Section 8.1 will, at the respective times when such documents are filedRegistration Statement 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. All documents that Bancshares or the Bank any THOMASTON FEDERAL 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 lawLaw. No documents to be filed by a THOMASTON FEDERAL Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, 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.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank BankUnited for inclusion in any documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby, Registration Statement or the Proxy Statement will, at in the respective times case of the Proxy Statement, when it is first mailed to the stockholders of Consumers 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 documents statements are filedmade, not misleading or, in the case of the Registration Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that Bancshares or the Bank BankUnited 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, including applicable provisions of the Securities Laws.

Statements True and Correct. No representation (a) None of the information supplied by First Banks, Newco, or warranty made any of their affiliates in writing expressly for inclusion or incorporation by reference in the Bank nor Proxy Statement (or any statement amendment thereof or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or supplement thereto), will at the Bank in connection with this Agreement nor any statement or certificate date mailed to be furnished by Bancshares or shareholders of Coast and at the Bank to time of the Company pursuant to this Agreement or in connection with the transactions contemplated by this AgreementShareholders’ Meeting, contains or will contain any untrue statement of a material fact or omits or will omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein made therein, in light of the circumstances under which they are made, not misleading. . (b) None of the information supplied or to be supplied by Bancshares First Banks or the Bank Newco for inclusion in any documents document to be filed with any Regulatory Authority in connection with the transactions contemplated hereby, hereby will, at the respective times such documents are filed, 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. All documents that Bancshares First Banks or the Bank Newco is responsible for filing with any other Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable lawlaws, rules and regulations.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank BankUnited for inclusion in any documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby, Registration Statement or the Proxy Statement will, at in the respective times case of the Proxy Statement, when it is first mailed to the stockholders of Central 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 documents statements are filedmade, not misleading or, in the case of the Registration Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, be false or misleading with respect to any material fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting. All documents that Bancshares or the Bank BankUnited 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, including applicable provisions of the Securities Laws.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the shareholders of OMNI be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the 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 make the statements therein in light of the circumstances under which they were made not misleading. All documents that Bancshares or the Bank Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with Neither this Agreement nor any statement statement, certificate, instrument or certificate other writing furnished or to be furnished by Bancshares any NCC Company or the Bank any Affiliate thereof to the Company FFHI pursuant to this Agreement Agreement, including the Exhibits or in connection with the transactions contemplated by this AgreementSchedules hereto, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares any NCC Company or the Bank any Affiliate thereof for inclusion in any (i) the documents to be filed with the SEC, including, without limitation, the Registration Statement and the Proxy Statement/Prospectus to be mailed to holders of FFHI Common Stock and (ii) any other documents to be filed by any 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 times time at which such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the holders of FFHI Common Stock, 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 therein, in light of the circumstances under which they were made, not misleading. All documents that Bancshares any NCC Company or the Bank 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 lawLaw.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be --------------------------- supplied by Bancshares or the Bank SBS for inclusion in any documents the Registration Statement to be filed with any Regulatory Authority in connection by NCF with the transactions contemplated hereby, SEC will, at when the respective times such documents are filedRegistration Statement 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 to be supplied by SBS for inclusion in the Proxy Statement to be mailed to SBS's stockholders in connection with the Stockholders' Meeting, and any other documents to be filed by a SBS Company with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the stockholders of SBS, 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 Stockholders' Meeting, contain any untrue statement of material fact, or omit to state any material fact necessary to make the statement therein, in light of the circumstances under which they were made, not misleading. All documents that Bancshares or the Bank any SBS Company 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 representation statement, certificate, instrument, --------------------------- or warranty made by the Bank nor any statement other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank any First Deposit Entity to the Company CFB pursuant to this Agreement or in connection with the transactions contemplated by this Agreementany other document, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares or the Bank any First Deposit Entity for inclusion in any documents the registration statement to be filed with any Regulatory Authority in connection by CFB with the transactions contemplated hereby, SEC in accordance with Section 8.1 will, at the respective times when such documents are filedregistration statement 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. All documents that Bancshares or the Bank any First Deposit 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 lawLaw. No documents to be filed by a First Deposit Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, 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.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank Sterling for inclusion in any documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby, Registration Statement or the Proxy Statement will, in the case of the Proxy Statement, when it is first mailed to the shareholders of First Houston, 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, when it becomes effective or at the respective times such documents are filedEffective Time, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the 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 or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that Bancshares or the Bank Sterling 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, including applicable provisions of the Securities Laws.

Statements True and Correct. No representation statement, certificate, instrument, or warranty made by the Bank nor any statement other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank any CFB Entity to the Company First Deposit pursuant to this Agreement or in connection with the transactions contemplated by this Agreementany other document, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares or the Bank any CFB Entity for inclusion in any documents the registration statement to be filed with any Regulatory Authority in connection by First Deposit with the transactions contemplated hereby, SEC in accordance with Section 8.1 will, at the respective times when such documents are filedregistration statement 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. All documents that Bancshares or the Bank any CFB 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 lawLaw. No documents to be filed by a CFB Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, 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.

Statements True and Correct. No representation statement, certificate, instrument, or warranty made by the Bank nor any statement --------------------------- other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank any CFB Entity to the Company First Deposit pursuant to this Agreement or in connection with the transactions contemplated by this Agreementany other document, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares or the Bank any CFB Entity for inclusion in any documents the registration statement to be filed with any Regulatory Authority in connection by First Deposit with the transactions contemplated hereby, SEC in accordance with Section 8.1 will, at the respective times when such documents are filedregistration statement 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. All documents that Bancshares or the Bank any CFB 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 lawLaw. No documents to be filed by a CFB Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, 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.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank Warrantor for inclusion in (i) the Registration Statement, (ii) the Proxy Statement, and (iii) any other documents to be filed with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when first mailed to the stockholders of PIC and, if required by law or applicable NASDAQ listing standards, IBKC, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading. All documents that Bancshares or the Bank Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable lawlaw including applicable provisions of the Securities Laws.

Statements True and Correct. No representation statement, certificate, instrument, or warranty made by the Bank nor any statement other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank any EMPIRE Entity to the Company FLAG pursuant to this Agreement or in connection with the transactions contemplated by this Agreementany other document, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares or the Bank any EMPIRE Entity for inclusion in any documents the registration statement to be filed with any Regulatory Authority in connection by FLAG with the transactions contemplated hereby, SEC in accordance with Section 8.1 will, at the respective times when such documents are filedregistration statement 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. All documents that Bancshares or the Bank any EMPIRE 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 lawLaw. No documents to be filed by an EMPIRE Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, 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.

Statements True and Correct. No representation statement, certificate, instrument, or warranty made by the Bank nor any statement other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank any Three Rivers Entity to the Company FLAG pursuant to this Agreement or in connection with the transactions contemplated by this Agreementany other document, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares or the Bank any Three Rivers Entity for inclusion in any documents the registration statement to be filed with any Regulatory Authority in connection by FLAG with the transactions contemplated hereby, SEC in accordance with Section 4.3 will, at the respective times when such documents are filedregistration statement 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. All documents that Bancshares or the Bank any Three Rivers 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 lawLaw. No documents to be filed by a Three Rivers Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, 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.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank to the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, 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 contained therein not misleading. None of the information supplied or to be supplied by Bancshares or the Bank Independence for inclusion in the Registration Statement, the Proxy Statement or any documents other document to be filed with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby, will, at the respective times time such documents are filed, and, in the case of the Registration Statement, when it becomes effective and with respect to the Proxy Statement, when first mailed to Independence shareholders, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any supplement thereto, at the time of the Independence shareholders’ meeting or Independence 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 Independence shareholders’ meeting. All documents that Bancshares or the Bank Independence is responsible for filing with the SEC or any Regulatory Authority other regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of federal and state securities law.

Statements True and Correct. No representation statement, certificate, instrument, or warranty made by the Bank nor any statement other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank any First Deposit Entity to the Company CFB pursuant to this Agreement or in connection with the transactions contemplated by this Agreementany other document, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares or the Bank any First Deposit Entity for inclusion in any documents the registration statement to be filed with any Regulatory Authority in connection by CFB with the transactions contemplated hereby, SEC in accordance with Section 8.1 will, at the respective times when such documents are filedregistration statement 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. All documents that Bancshares or the Bank any First Deposit 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 lawLaw. No documents to be filed by a First Deposit Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, 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.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with Neither this Agreement nor any statement statement, certificate, instrument or certificate other writing furnished or to be furnished by Bancshares any NCC Company or the Bank any Affiliate thereof to the Company PCB pursuant to this Agreement Agreement, including the Exhibits or in connection with the transactions contemplated by this AgreementSchedules hereto, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares any NCC Company or the Bank any Affiliate thereof for inclusion in any (a) the documents to be filed with the SEC, including, without limitation, the S-4 Registration Statement, and the Proxy Statement-Prospectus to be mailed to the holders of PCB Common Stock, and (b) any other documents to be filed by any 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 times time such documents are filed, and with respect to the Proxy Statement-Prospectus, when first mailed to the stockholders of PCB, 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 therein, in light of the circumstances under which they were made, not misleading. All documents that Bancshares any NCC Company or the Bank 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 lawLaw.

Statements True and Correct. No representation statement, certificate, instrument, or warranty made by the Bank nor any statement other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank any ABBEVILLE Entity to the Company FLAG pursuant to this Agreement or in connection with the transactions contemplated by this Agreementany other document, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares or the Bank any ABBEVILLE Entity for inclusion in any documents the registration statement to be filed with any Regulatory Authority in connection by FLAG with the transactions contemplated hereby, SEC in accordance with Section 8.1 will, at the respective times when such documents are filedregistration statement 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. All documents that Bancshares or the Bank any ABBEVILLE 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 lawLaw. No documents to be filed by an ABBEVILLE Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, 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.

Statements True and Correct. No representation or warranty made by the Bank nor any statement or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with Neither this Agreement nor any statement statement, certificate, instrument or certificate other writing furnished or to be furnished by Bancshares or the Bank any Progress Company to the Company FPFI pursuant to this Agreement Agreement, including the Exhibits or in connection with the transactions contemplated by this AgreementSchedules hereto, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares any Progress Company or the Bank any Affiliate thereof for inclusion in (i) the Joint Proxy Statement/Offering Circular to be mailed to FPFI’s and Progress’s shareholders in connection with the FPFI Shareholders’ Meeting and the Progress Shareholders’ Meeting and (ii) any other documents to be filed by an Progress Company or any Affiliate thereof with any Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective times time such documents are filed, and with respect to the Joint Proxy Statement/Offering Circular, when first mailed to the shareholders of FPFI and Progress, 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. All documents that Bancshares or therein, in light of the Bank 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.circumstances under which they were made, not

Statements True and Correct. No representation statement, certificate, instrument, or warranty made by the Bank nor any statement other writing furnished or certificate or instrument furnished as information which is Previously Disclosed or included in an Exhibit or Schedule by Bancshares or the Bank in connection with this Agreement nor any statement or certificate to be furnished by Bancshares or the Bank any HOGANSVILLE Entity to the Company FLAG pursuant to this Agreement or in connection with the transactions contemplated by this Agreementany other document, 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 contained therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Bancshares or the Bank any HOGANSVILLE Entity for inclusion in any documents the registration statement to be filed with any Regulatory Authority in connection by FLAG with the transactions contemplated hereby, SEC in accordance with Section 8.1 will, at the respective times when such documents are filedregistration statement 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. All documents that Bancshares or the Bank any HOGANSVILLE 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 lawLaw. No documents to be filed by a HOGANSVILLE Entity with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, 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.