Common use of Statements True and Correct Clause in Contracts

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by the Company or any Affiliate thereof to Parent pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) 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 the Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by the Company or any Affiliate thereof with 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 the 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 the Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, instrument or other writing furnished or to be furnished by the any Parent Company or any Affiliate thereof to Parent the Company pursuant to this Agreement (including, without limitation, the Company Parent Disclosure Memorandum) or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the any Parent Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by the any Parent Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of the 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 the any Parent Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by the Company or any Affiliate thereof to Parent pursuant to this Agreement (including, without limitation, the Company Disclosure Memoranduma) or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Company Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to the Company's Seller’s shareholders in connection with the Seller Shareholders' ’ Meeting, and any other documents to be filed by the Company any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the shareholders of the 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 the Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawcircumstances under which they were made, not misleading.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished None of the information supplied or to --------------------------- be furnished supplied by the Company any Colony Entity or any Affiliate thereof for inclusion in the Registration Statement to Parent pursuant be filed by Colony with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreementmaterial fact, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by the Company any Colony Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to the Companyeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by the Company any Colony Entity or any Affiliate thereof with the SEC or any other other, Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders of the CompanyQuitman and Colony, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' MeetingMeetings. All documents that the Company any Colony Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished None of the information supplied or to --------------------------- be furnished supplied by the Company any Quitman Entity or any Affiliate thereof for inclusion in the Registration Statement to Parent pursuant be filed by Colony with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreementmaterial fact, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by the Company any Quitman Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to the Companyeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by the Company a Quitman Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders of the CompanyQuitman and Colony, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' MeetingMeetings. All documents that the Company any Quitman Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, --------------------------- other writing or other writing information furnished or to be furnished by the any Holdings Company or any Affiliate thereof to Parent Xxxx pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the any Holdings Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyTara's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by the any Holdings Company or any Affiliate thereof with 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 the CompanyXxxx, 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 the any Holdings Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by the Company or any Affiliate thereof to Parent pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) 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 the Company Jefferson or any Affiliate thereof AcquisitionCo for inclusion in (i) the Registration Statement (as defined in Section 4.07 hereof), (ii) the Proxy Statement to be mailed to the Company's shareholders Statement/Prospectus (as defined in connection with the Shareholders' Meeting, Section 4.03 hereof) and (iii) any other documents document to be filed by with the Company S.E.C., or any Affiliate thereof with any thrift or other Regulatory Authority regulatory authority in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, and and, in the case of the Registration Statement, when it becomes effective, and, with respect to the Proxy Statement/Prospectus, when first mailed to the shareholders of the CompanyL & B, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or, in the case of the Proxy Statement Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that the Company Jefferson or any Affiliate thereof AcquisitionCo is responsible for filing with the S.E.C., the O.T.S. 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 Lawlaw and any rules and regulations thereunder.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished None of the in- formation supplied or to be furnished supplied by the any Southwest Company or any Affiliate thereof for inclusion in the Registration Statement to Parent pursuant be filed by FNB with the SEC will, when the Regis- tration Statement becomes effective, be false or misleading with respect to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreementmaterial fact, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material any mate- rial fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleadingmislead- ing. None of the information supplied or to be supplied by the any Southwest Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanySouthwest's shareholders in connection with the Shareholders' Meeting, and any other documents docu- ments to be filed by the a Southwest Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection con- nection 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 the CompanySouthwest, 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 mate- rial 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 the any Southwest Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects re- spects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by the Company PhyAmerica, any PhyAmerica Subsidiary or any Affiliate thereof to Parent Acquisition pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) 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 included or to be supplied included by the Company or any Affiliate thereof for inclusion PhyAmerica in the Proxy Statement to be mailed to the CompanyPhyAmerica's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by the Company PhyAmerica, any PhyAmerica Subsidiary or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of the CompanyPhyAmerica, 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' Shareholder's 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 the Company PhyAmerica, any PhyAmerica Subsidiary or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by the Company Group and Acquisition or any Affiliate thereof of either of them to Parent PhyAmerica pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) 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 the Company Group and Acquisition or any Affiliate thereof of either of them for inclusion in the Proxy Statement to be mailed to the CompanyPhyAmerica's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by the Company Group, Acquisition, or any Affiliate thereof of either of them 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 the CompanyPhyAmerica, 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 the Company Group, Acquisition or any Affiliate thereof of either of them is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, instrument or other writing furnished or to be furnished by the Company any HCBF Entity or any Affiliate thereof to Parent FAHC pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Company any HCBF Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders of FAHC in connection with the Shareholders' ’ Meeting, and any other documents to be filed by the Company any HCBF Entity or any Affiliate thereof with 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 the CompanyFAHC, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' ’ Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' ’ Meeting. All documents that the Company any HCBF Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, instrument or other writing furnished or to be furnished by the any PURCHASER Company or any Affiliate thereof to Parent TARGET pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the any PURCHASER Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyTARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by the 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 time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of the CompanyTARGET, 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 the any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished None of the information supplied or to be furnished supplied by the any Regions Company or any Affiliate thereof regarding Regions or such Affiliate for inclusion in the Registration Statement to Parent pursuant to this Agreement (includingbe filed by Regions with the SEC will, without limitationwhen the Registration Statement becomes effective, the Company Disclosure Memorandum) or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of a material fact fact, or will omit to state a 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, therein not misleading. None of the information supplied or to be supplied by the any Regions Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders Xxxxxx'x stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by the Company or any Affiliate thereof with 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 the CompanyXxxxxx, 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 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 the any Regions Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, instrument or other writing furnished or to be furnished by the Company any SUMMIT Entity or any Affiliate thereof to Parent CSB pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Company any SUMMIT Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyCSB's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by the Company any SUMMIT Entity or any Affiliate thereof with 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 the CompanyCSB, 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 the Company any SUMMIT Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, instrument or other writing furnished or to be furnished by the Company any HCBF Entity or any Affiliate thereof to Parent OGS pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Company any HCBF Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders of OGS in connection with the Shareholders' ’ Meeting, and any other documents to be filed by the Company any HCBF Entity or any Affiliate thereof with 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 the CompanyOGS, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' ’ Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' ’ Meeting. All documents that the Company any HCBF Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished None of the in- formation supplied or to be furnished supplied by the any FNB Company or any Affiliate thereof for inclusion in the Registration Statement to Parent pursuant be filed by FNB with the SEC, will, when the Registration Statement becomes effective, be false or misleading with re- spect to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreementmaterial fact, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by the Company any FNB Com- pany or any Affiliate thereof for inclusion in the Proxy Statement State- ment to be mailed to the CompanySouthwest's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by the any FNB Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions trans- actions 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 the CompanySouthwest, 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 misleadingmis- leading, or, in the case of the Proxy Statement or any amendment amend- ment thereof or supplement thereto, at the time of the ShareholdersShare- holders' 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 the any FNB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection connec- tion with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable ap- plicable Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by the Company or any Affiliate thereof to Parent pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) 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 the Company or any Affiliate thereof Warrantor for inclusion in (i) the Registration Statement to be filed by IBKC with the SEC in connection with the IBKC Common Stock to be issued in the Merger, (ii) the Proxy Statement to be mailed to the Company's ANA’s shareholders in connection with the Shareholders' Shareholders Meeting, and (iii) any other documents to be filed by with the Company SEC or any Affiliate thereof with any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, and 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 the CompanyXXX, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Shareholders 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' Meetingcircumstances under which they were made not misleading. All documents that the Company or any Affiliate thereof Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby hereby, by the Merger Agreement or by the Stock Option 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 statement, certificate, instrument, or other writing furnished None of the information supplied or to be furnished supplied by the Company any Xxxxx Entity or any Affiliate thereof for inclusion in the Registration Statement to Parent pursuant be filed by Savannah with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreementmaterial fact, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by the Company any Xxxxx Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to the Companyeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by the Company a Xxxxx Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders of the CompanyXxxxx and Savannah, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' MeetingMeetings. All documents that the Company any Xxxxx Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished None of the information supplied or to be furnished supplied by the any Regions Company or any Affiliate thereof for inclusion in the Registration Statement to Parent pursuant be filed by Regions with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreementmaterial fact, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by the any Regions Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to the CompanyRegions' and First National's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by the any Regions Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders stockholders of the CompanyRegions and 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 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 the any Regions Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished or to be furnished by the Company or any Affiliate thereof to Parent pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) 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 the Company or any Affiliate thereof Warrantor for inclusion in (i) the Registration Statement to be filed by IBKC with the SEC in connection with the IBKC Common Stock to be issued in the Merger, (ii) the Proxy Statement to be mailed to the CompanyANA's shareholders in connection with the Shareholders' Shareholders Meeting, and (iii) any other documents to be filed by with the Company SEC or any Affiliate thereof with any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, and 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 the CompanyXXX, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Shareholders 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' Meetingcircumstances under which they were made not misleading. All documents that the Company or any Affiliate thereof Warrantor is responsible for filing with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby hereby, by the Merger Agreement or by the Stock Option 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 statement, certificate, instrument, or other writing furnished or to be furnished by the Company any GHC Entity or any Affiliate thereof to Parent CCBG pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) 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 the Company any GHC Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyGHC's shareholders and FNBGC's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by the Company a GHC Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of the CompanyGHC, 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 the Company any GHC Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, instrument or other writing furnished or to be furnished by the any Buyer Company or any Affiliate thereof to Parent Lamcor pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the any Buyer Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyLamcor's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by the any Buyer Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of the CompanyLamcor, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary 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 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 the any Buyer Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No written statement, certificate, instrument, instrument or other writing furnished or to be furnished by the Company or any Affiliate thereof FFB to Parent CCBG pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreement, agreement or instrument referred to herein herein, when considered as a whole, contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Company or any Affiliate thereof FFB for inclusion in the Proxy Statement to be mailed to the Company's shareholders in connection with the Shareholders' Meeting, and or any other documents to be filed by with the Company SEC or any Affiliate thereof with any other Regulatory Authority Agency in connection with the transactions contemplated hereby, will, at the respective time times such documents are filed, and and, with respect to the Proxy Statement, when first mailed to the shareholders stockholders of the CompanyFFB, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements thereintherein not mislead ing, in light of the circumstances under which they were made, not misleading, or, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Stockholders 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' Stockholders Meeting. All documents that the Company or any Affiliate thereof FFB is responsible for filing with any Regulatory Authority Agency 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 statement, certificate, instrument, or other writing furnished None of the information supplied or to be furnished supplied by the any Buyer Company or any Affiliate thereof regarding Buyer or such Affiliate for inclusion in the Registration Statement to Parent pursuant to this Agreement (includingbe filed by Buyer with the SEC will, without limitationwhen the Registration Statement becomes effective, the Company Disclosure Memorandum) or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact a Material fact, or will omit to state a material 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, therein not misleading. None of the information supplied or to be supplied by the any Buyer Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyRepublic's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by the Company or any Affiliate thereof with 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 the CompanyRepublic, 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 the any Buyer Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, or other writing furnished None of the information supplied or to be furnished supplied by the any First National Company or any Affiliate thereof for inclusion in the Registration Statement to Parent pursuant be filed by Regions with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreementmaterial fact, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by the any First National Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to the CompanyRegions' and First National's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by the a First National Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders stockholders of the CompanyRegions and 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 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 Shareholders' Meeting. All documents that the Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.Stockholders'

Statements True and Correct. No statement, certificate, instrument, or other writing furnished None of the information supplied or to be furnished supplied by the Company any Savannah Entity or any Affiliate thereof for inclusion in the Registration Statement to Parent pursuant be filed by Savannah with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreementmaterial fact, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a any material fact necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the information supplied or to be supplied by the Company any Savannah Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to the Companyeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by the Company any Savannah Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders of the CompanyXxxxx and Savannah, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' MeetingMeetings. All documents that the Company any Savannah Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, --------------------------- other writing or other writing information furnished or to be furnished by the any Xxxx Company or any Affiliate thereof to Parent Holdings pursuant to this Agreement (including, without limitation, the Company Disclosure Memorandum) or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the any Xxxx Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanyTara's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by the a Xxxx Company or any Affiliate thereof with 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 the CompanyXxxx, 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 the any Xxxx Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions transaction contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument, instrument or other writing furnished or to be furnished by the any ANB Company or any Affiliate thereof to Parent IRBC pursuant to this Agreement (includingAgreement, without limitationincluding the Exhibits or Schedules hereto, the Company Disclosure Memorandum) 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 the any ANB Company or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to the CompanyIRBC's shareholders stockholders in connection with the ShareholdersIRBC Stockholders' Meeting, and any other documents to be filed by the an ANB Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the shareholders stockholders of the CompanyIRBC, 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 the any ANB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.