Common use of Statements True and Correct Clause in Contracts

Statements True and Correct. None of the information supplied or to be supplied by Parent for inclusion in the Registration Statement to be filed by Parent with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent for inclusion in the Proxy Statement to be mailed to Subject Company's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that Parent or any Parent Subsidiary is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent FBI for inclusion in the Registration Statement to be filed by Parent FBI with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent FBI for inclusion in the Proxy Statement to be mailed to Subject CompanyFirst National's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by Parent FBI or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject CompanyFirst 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 Parent or any Parent Subsidiary FBI is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any Company Entity for inclusion in the Registration Statement to be filed by Parent with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any Company Entity for inclusion in the Proxy Statement to be mailed to Subject Company's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary a Company Entity with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that Parent or any Parent Subsidiary Company Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by any Parent Entity which is contained in any of the foregoing documents.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by any WAYNX Xxxity to FIRST BANKING pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Parent any WAYNX Xxxity for inclusion in the Registration Statement registration statement to be filed by Parent FIRST BANKING with the SEC, SEC in accordance with Section 8.1 will, when the Registration Statement such registration statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent for inclusion in the Proxy Statement to be mailed to Subject Company's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that Parent or any Parent Subsidiary WAYNX Xxxity 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.. No documents to be filed by a WAYNX Xxxity 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

Statements True and Correct. None of the information supplied or to be supplied by Parent any Mutual Company regarding Mutual for inclusion in the Registration Statement to be filed by Parent UPC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any Mutual Company for inclusion in the Proxy Statement to be mailed to Subject CompanyMutual's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meeting will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyMutual, 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that Parent or any Parent Subsidiary 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 Law.

Statements True and Correct. (a) None of the information supplied or to be supplied by Parent any Seller Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Parent Buyer with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Parent any Seller Entity or any Affiliate thereof for inclusion in the any Proxy Statement Statement/Prospectus to be mailed to Subject Company's Seller’s shareholders in connection with the Seller Shareholders' ’ Meeting, and any other documents to be filed by Parent any Seller Entity or any Parent Subsidiary Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the shareholders of Subject CompanySeller, 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 Statement/Prospectus, and after giving effect to any amendment thereof or supplement thereto, at the time of the Seller Shareholders' Meeting, ’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement make the statements therein, in any earlier communication with respect to light of the solicitation of any proxy for the Shareholders' Meeting. All documents that Parent or any Parent Subsidiary is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawcircumstances under which they were made, not misleading.

Statements True and Correct. None of the information supplied or to be supplied by any Parent Entity for inclusion in the Registration Statement to be filed by Parent with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any Parent Entity for inclusion in the Proxy Statement to be mailed to Subject Company's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary Entity with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that Parent or any Parent Subsidiary Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by any Company Entity which is contained in any of the foregoing documents.

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

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

Statements True and Correct. None of the information supplied No statement or certificate furnished or to be supplied furnished by Parent for inclusion in the Registration Statement any Target Entity to be filed by Parent with the SEC, will, when the Registration Statement becomes effective, be false Buyer pursuant to this Agreement or misleading with respect any other document referred to herein contains or will contain any untrue statement of material fact, fact or will omit to state any a material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Parent any Target Entity for inclusion in the Joint Proxy Statement to be mailed to Subject Companyeach Party's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by Parent or any Parent Subsidiary a Target Entity with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyTarget and Buyer, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' MeetingMeetings. All documents that Parent or any Parent Subsidiary Target Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any UPC Company regarding UPC for inclusion in the Registration Statement to be filed by Parent UPC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any UPC Company for inclusion in the Proxy Statement to be mailed to Subject CompanyMutual's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyMutual, 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated therein or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that Parent or any Parent Subsidiary UPC Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any Promistar Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Parent with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any Promistar Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to Subject Company's shareholders in connection with the Shareholders' Meeting, and or any other documents to be filed by Parent Promistar or any Parent Subsidiary FNB with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, hereby will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders of Subject CompanyFNB or Promistar, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the FNB Shareholders' Meeting or the Promistar 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 or the Promistar Shareholders' Meeting. All documents that Parent any Promistar Company or any Parent Subsidiary Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied No statement, certificate, instrument, or other writing furnished or to be supplied furnished by Parent for inclusion in the Registration Statement Lamcor to be filed by Parent with the SECBuyer pursuant to this Agreement or any other document, will, when the Registration Statement becomes effective, be false or misleading with respect to any material factagreement, or instrument referred to herein contains or will contain any untrue statement of Material fact or will omit to state any material a Material fact necessary to make the statements therein therein, in light of the circumstances under which they were made) not misleading. None of the information supplied or to be supplied by Parent Lamcor for inclusion in the Proxy Statement to be mailed to Subject CompanyLamcor's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary Lamcor with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject CompanyLamcor, be false or misleading with respect to any material 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 Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that Parent or any Parent Subsidiary Lamcor is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any Morgxx Xxxpany or any Affiliate thereof regarding Morgxx xx such Affiliate for inclusion in the Registration Statement to be filed by Parent Regions with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to contain any untrue statement of a material fact, or omit to state any material fact required to be stated thereunder or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Parent any Morgxx Xxxpany or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to Subject Company's shareholders Morgxx'x xxxckholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meeting will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyMorgxx, be false or misleading with respect to xxntain any misstatement of material fact, or omit to state any material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated thereunder or necessary to correct any material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that Parent any Morgxx Xxxpany or any Parent Subsidiary Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any UPC Company regarding UPC for inclusion in the Registration Statement to be filed by Parent UPC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any UPC Company for inclusion in the Proxy Statement to be mailed to Subject CompanyAmbanc's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyAmbanc, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that Parent or any Parent Subsidiary UPC Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any Premier Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Parent Riva Bancshares with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading misleading, with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any Premier Company for inclusion in the Proxy Statement to be mailed to Subject CompanyPremier's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by Parent or a Premier Company with any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject CompanyPremier, 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 Parent or any Parent Subsidiary Premier is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

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

Statements True and Correct. None of the --------------------------- information supplied or to be supplied by Parent any Jefferson Company regarding Jefferson for inclusion in the Registration Statement to be filed by Parent UPC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any Jefferson Company for inclusion in the Proxy Statement to be mailed to Subject CompanyJefferson's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meeting will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyJefferson, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that Parent or any Parent Subsidiary Jefferson Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any First Coastal Company or any Affiliate thereof regarding First Coastal or such Affiliate for inclusion in the Registration Statement to be filed by Parent Centura with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any First Coastal Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to Subject CompanyFirst Coastal's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meeting will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyFirst Coastal, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that Parent any First Coastal Company or any Parent Subsidiary Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any Magna Company regarding Magna for inclusion in the Registration Statement to be filed by Parent UPC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any Magna Company for inclusion in the Joint Proxy Statement to be mailed to Subject CompanyUPC's shareholders and Magna's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meetings will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyUPC and Magna, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' MeetingMeetings. All documents that Parent or any Parent Subsidiary Magna 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 Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent Union for inclusion in the Registration Statement registration statement on Form S-4, or other appropriate form, to be filed by Parent with the SECSEC by First Charter under the Securities Act in connection with the transactions contemplated by this Agreement (the "Registration Statement"), or the joint proxy statement to be used by Union and First Charter to solicit any required approval of their respective shareholders as contemplated by this Agreement (the "Joint Proxy Statement") will, in the case of the Joint Proxy Statement, when it is first mailed to the shareholders of Union or First Charter, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements are made, not misleading, or, in the case of the Registration Statement Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading. None of the information supplied or to be supplied by Parent for inclusion in the Proxy Statement to be mailed to Subject Company's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the meeting of the shareholders of either First Charter (the "First Charter Shareholders' Meeting") or Union (the "Union Shareholders' Meeting"), each to be held pursuant to SECTION 8.03 of this Agreement, including any adjournments thereof, be false or misleading with respect to any material fact, 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 Union Shareholders' Meeting. All documents that Parent Meeting or any Parent Subsidiary is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.First

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by any Pioneer 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. None of the information supplied or to be supplied by Parent any Pioneer Entity for inclusion in the Registration Statement to be filed by Parent Buyer with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any Pioneer Entity for inclusion in the Proxy Statement to be mailed to Subject CompanyPioneer's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary a Pioneer Entity with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject CompanyPioneer, 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 Parent or any Parent Subsidiary Pioneer Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any Magna Company regarding Magna for inclusion in the Registration Statement to be filed by Parent UPC with the SEC, SEC will, when the Registration Statement becomes effective, effective be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be lie supplied by Parent any Magna Company for inclusion in the Joint Proxy Statement to be mailed to Subject CompanyUPC's shareholders and Magna's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meetings will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyUPC and Magna, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' MeetingMeetings. All documents that Parent or any Parent Subsidiary Magna 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 Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by any ABBEVILLE Entity to FLAG pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Parent any ABBEVILLE Entity for inclusion in the Registration Statement registration statement to be filed by Parent FLAG with the SEC, SEC in accordance with Section 8.1 will, when the Registration Statement such registration statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent All documents that any ABBEVILLE Entity is responsible for inclusion in the Proxy Statement to be mailed to Subject Company's shareholders filing with any Regulatory Authority in connection with the Shareholders' Meeting, and any other transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. No documents to be filed by Parent or an ABBEVILLE Entity with any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that Parent or any Parent Subsidiary is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent First Premier for inclusion in the Registration Statement to be filed by Parent First Premier with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent First Premier for inclusion in the Proxy Statement to be mailed to Subject CompanyPremier's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by Parent First Premier or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject CompanyPremier, 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 Parent or any Parent Subsidiary First Premier is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any Park Meridian Company or any Affiliate thereof regarding Park Meridian or such Affiliate for inclusion in the Registration Statement to be filed by Parent Regions with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to contain any material untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Parent any Park Meridian Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to Subject CompanyPark Meridian's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meeting will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyPark 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that Parent any Park Meridian Company or any Parent Subsidiary Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any Centura Company or any Affiliate thereof regarding Centura or such Affiliate for inclusion in the Registration Statement to be filed by Parent Centura with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any Centura Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to Subject CompanyFirst Coastal's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyFirst Coastal, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' MeetingMeetings. All documents that Parent any Centura Company or any Parent Subsidiary Affiliate thereof is -26- responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information --------------------------- supplied or to be supplied by Parent any UPC Company regarding UPC for inclusion in the Registration Statement to be filed by Parent UPC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any UPC Company for inclusion in the Proxy Statement to be mailed to Subject CompanyJefferson's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyJefferson, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that Parent or any Parent Subsidiary UPC Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any FNB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Parent with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any FNB Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to Subject Company's shareholders in connection with the Shareholders' Meeting, and or any other documents to be filed by Parent FNB or any Parent Subsidiary Promistar with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, hereby will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders of Subject CompanyFNB or Promistar, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the FNB Shareholders' Meeting or the Promistar 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 or the Promistar Shareholders' Meeting. All documents that Parent any FNB Company or any Parent Subsidiary Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any UPC Company regarding UPC for inclusion in the Registration Statement to be filed by Parent UPC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any UPC Company for inclusion in the Joint Proxy Statement to be mailed to Subject CompanyMagna's shareholders and UPC's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyMeetings, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyMagna and UPC, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' MeetingMeetings. All documents that Parent or any Parent Subsidiary UPC Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any Ambanc Company regarding Ambanc for inclusion in the Registration Statement to be filed by Parent UPC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any Ambanc Company for inclusion in the Proxy Statement to be mailed to Subject CompanyAmbanc's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meeting will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyAmbanc, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' MeetingMeetings. All documents that Parent or any Parent Subsidiary Ambanc 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 Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any Regions Company or any Affiliate thereof regarding Regions or such Affiliate for inclusion in the Registration Statement to be filed by Parent Regions with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to contain any material untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any Regions Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to Subject CompanyPark Meridian's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyPark 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that Parent any Regions Company or any Parent Subsidiary Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent Riva Bancshares for inclusion in the Registration Statement to be filed by Parent Riva Bancshares with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent Riva Bancshares for inclusion in the Proxy Statement to be mailed to Subject CompanyPremier's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by Parent Riva Bancshares or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject CompanyPremier, 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 Parent or any Parent Subsidiary Riva Bancshares is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any UPC Company regarding UPC for inclusion in the Registration Statement to be filed by Parent UPC with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any UPC Company for inclusion in the Joint Proxy Statement to be mailed to Subject CompanyMagna's shareholders and UPC's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by Parent or any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyMeetings, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of Subject CompanyMagna and UPC, be false or misleading Misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' MeetingMeetings. All documents that Parent or any Parent Subsidiary UPC Company is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. None of the information supplied or to be supplied by Parent any Premier Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Parent First Premier with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading misleading, with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Parent any Premier Company for inclusion in the Proxy Statement to be mailed to Subject CompanyPremier's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by Parent or a Premier Company with any Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of Subject CompanyPremier, 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 Parent or any Parent Subsidiary Premier 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.