Common use of Statements True and Correct Clause in Contracts

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Company or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent 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 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 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 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 instrument, or other writing furnished or to be furnished by any Parent the Company or any Affiliate thereof to the Company Parent pursuant to this Agreement (including, without limitation, the Parent 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 any Parent 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 any Parent the 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 any Parent 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 or other writing furnished None of the information supplied or to --------------------------- be furnished supplied by any Parent Company Colony Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Colony with the Company pursuant SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent 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 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 any Parent Company 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 any Parent Company 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 any Parent Company 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 instrument, or other writing furnished or to be furnished by any Parent Company Entity or any Affiliate thereof to the Company Parent pursuant to this Agreement (including, without limitation, the 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 any Parent Company Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any Parent a Company Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of 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 ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that any Parent Company Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Company Entity or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent 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 any Parent Company Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any Parent Company Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of 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 ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that any Parent Company Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to --------------------------- be furnished supplied by any Parent Company Quitman Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Colony with the Company pursuant SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent 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 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 any Parent Company 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 any Parent 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 any Parent Company 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 or other writing furnished None of the information supplied or to be furnished supplied by Omnicom, BHA or Career Mosaic for inclusion in the Registration Statement to be filed by Head▇▇▇▇▇▇.▇▇▇ ▇▇▇h the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any Parent Company material fact, or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent 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 any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not therein no misleading. None of the information supplied or to be supplied by any Parent Company Omnicom, BHA or any Affiliate thereof Career Mosaic for inclusion in the Proxy Statement to be mailed to the Company's shareholders Head▇▇▇▇▇▇.▇▇▇'▇ ▇hareholders in connection with the Shareholders' Meeting, and any other documents to be filed by 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 Head▇▇▇▇▇▇.▇▇▇ ▇▇ at the Companytime of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent Company Omnicom, BHA or any Affiliate thereof is Career Mosaic are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to be furnished supplied by Head▇▇▇▇▇▇.▇▇▇ ▇▇ Merger Sub for inclusion in the Registration Statement to be filed by Head▇▇▇▇▇▇.▇▇▇ ▇▇▇h the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any Parent Company material fact, or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent 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 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 any Parent Company or any Affiliate thereof Head▇▇▇▇▇▇.▇▇▇ ▇▇ Merger Sub for inclusion in the Proxy Statement to be mailed to the Company's shareholders Head▇▇▇▇▇▇.▇▇▇'▇ ▇hareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent Company or any Affiliate thereof with Head▇▇▇▇▇▇.▇▇▇ ▇▇▇h 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 Head▇▇▇▇▇▇.▇▇▇ ▇▇ at the Companytime of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any Parent Company or any Affiliate thereof is Head▇▇▇▇▇▇.▇▇▇ ▇▇▇ Merger Sub are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby hereby, including the Registration Statement and the Proxy Statement, will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument statement or other writing certificate furnished or to be furnished by any Parent Company or any Affiliate thereof Target Entity to the Company Buyer pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) or any other document, agreement or instrument document referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any Parent Company or any Affiliate thereof Target Entity for inclusion in the Joint Proxy Statement to be mailed to the Companyeach Party's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by any Parent Company or any Affiliate thereof 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 the 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 any Parent Company or any Affiliate thereof 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. No statement, certificate, instrument or other writing furnished None of the information supplied or to be furnished supplied by any Parent Company Bryan Entity or any Affiliate thereof thereo▇ ▇▇▇ inclusion in the Registration Statement to be filed by Savannah with the Company pursuant SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent 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 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 any Parent Company Bryan Entity or any Affiliate thereof for inclusion ▇▇▇ ▇nclusion 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 any Parent Company a Bryan 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 CompanyBryan and Savannah, be false or misleading mislead▇▇▇ with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' MeetingMeetings. All documents that any Parent Company Bryan Entity or any Affiliate thereof is responsible i▇ ▇▇▇ponsible 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 None of the information supplied or other writing furnished or --------------------------- to be furnished supplied by any Parent NCF Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by NCF with the Company pursuant SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent 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 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 any Parent NCF Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders SBS stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by any Parent NCF Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of the CompanySBS, 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 contain any untrue statement of 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 any Parent NCF 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 Lawlaw.

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to be furnished supplied by any Parent Company Savannah Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Savannah with the Company pursuant SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent 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 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 any Parent Company 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 any Parent Company Savannah Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders of the Company▇▇▇▇▇ 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 any Parent Company Savannah Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Company or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent 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 any Parent 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' Meetingregistration statement on Form S-4, and any or other documents appropriate form, to be filed by any Parent Company or any Affiliate thereof with the SEC or any other Regulatory Authority by Sterling under the Securities Act in connection with the transactions contemplated herebyby this Agreement (the "Registration Statement"), or the proxy statement to be used by the Company to solicit any required approval of its shareholders as contemplated by this Agreement (the "Proxy Statement") will, at in the respective time such documents are filed, and with respect to case of the Proxy Statement, when it is first mailed to the shareholders of the Company, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements are made, not misleading, or, in the case of the Registration Statement, when it becomes effective or at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, 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 meeting of the shareholders of the Company to be held pursuant to Section 8.03 of this Agreement, including any adjournments thereof (the "Company Shareholders' Meeting"), 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 Company Shareholders' Meeting. The Proxy Statement, insofar as it relates to information supplied by the Company for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Securities Laws. All documents that any Parent 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 Lawlaw. The information which is deemed to be set forth in the Company Disclosure Schedule by the Company for the purposes of this Agreement is true and accurate in all material respects.

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to be furnished supplied by any Parent BSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Republic with the Company pursuant SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent 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 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 any Parent BSB Company or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to the CompanyBSB's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any Parent an BSB Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy StatementStatements/Prospectus, when first mailed to the shareholders stockholders of the CompanyBSB, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading or, in the case of the Proxy Statement Statements/Prospectus or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' MeetingMeetings. All documents that any Parent BSB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw.

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

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Company SUMMIT Entity or any Affiliate thereof to the Company CSB pursuant to this Agreement (including, without limitation, the Parent 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 any Parent Company 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 any Parent Company SUMMIT Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of 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 any Parent Company 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 statement or other writing certificate furnished or to be furnished by any Parent Company or any Affiliate thereof Target Entity to the Company Buyer pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) or any other document, agreement or instrument document referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any Parent Company or any Affiliate thereof Target Entity for inclusion in the Joint Proxy Statement to be mailed to the Companyeach Party's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by any Parent Company or any Affiliate thereof 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 17 18 the Joint Proxy Statement, when first mailed to the shareholders stockholders of the 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 any Parent Company or any Affiliate thereof 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.. 5.19

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to be furnished supplied by any Parent Republic Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Republic with the Company pursuant SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (including, without limitation, the Parent 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 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 any Parent Republic Company or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to the CompanyBSB's shareholders stockholders in connection with the Shareholdersits Stockholders' Meeting, and any other documents to be filed by any Parent Republic Company or any Affiliate thereof 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 Proxy Statement/Prospectus, when first mailed to the shareholders stockholders of the CompanyBSB, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading or, in the case of the Proxy Statement 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 any Parent Republic 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 in- formation supplied or to be furnished supplied by any Parent FNB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by FNB with the Company pursuant SEC, will, when the Registration Statement becomes effective, be false or misleading with re- spect to this Agreement (includingany material fact, without limitation, the Parent 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 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 any Parent Company 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 any Parent 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 any Parent 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 None of the information supplied or to be furnished supplied by any Parent Buyer Company or any Affiliate thereof regarding Buyer or such Affiliate for inclusion in the Registration Statement to be filed by Buyer with the Company pursuant to this Agreement (includingSEC will, without limitationwhen the Registration Statement becomes effective, the Parent 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 any Parent 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 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 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 any Parent 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 or to be furnished by any Parent PURCHASER Company or any Affiliate thereof to the Company TARGET pursuant to this Agreement (including, without limitation, the Parent 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 any Parent 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 any Parent 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 any Parent 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. (a) No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Company Buyer Entity or any Affiliate thereof to the Company Seller pursuant to this Agreement (including, without limitation, the Parent 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. . (b) None of the information supplied or to be supplied by any Parent Company Buyer Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanySeller's shareholders in connection with the Shareholders' MeetingShareholders Meeting (if applicable), and any other documents to be filed by any Parent Company Buyer Entity or any Affiliate thereof 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 Proxy Statement, Statement when first mailed to the shareholders of the CompanySeller (if applicable), be false or misleading with respect to any material fact, 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, thereto at the time of the Shareholders' MeetingMeeting (if applicable), be false or misleading with respect to any material fact, 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. . (c) All documents that any Parent Company Buyer Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any Parent Company Group and Acquisition or any Affiliate thereof of either of them to the Company PhyAmerica pursuant to this Agreement (including, without limitation, the 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 any Parent 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 any Parent 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 any Parent 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 or other writing furnished or to be furnished by any Parent Company HCBF Entity or any Affiliate thereof to the Company FAHC pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any Parent Company 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 any Parent Company HCBF Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of 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 any Parent Company 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 or to be furnished by any Parent ANB Company or any Affiliate thereof to the Company IRBC pursuant to this Agreement (includingAgreement, without limitationincluding the Exhibits or Schedules hereto, the Parent 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 any Parent ANB Company or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to the Company's shareholders IRBC’s stockholders in connection with the Shareholders' IRBC Stockholders’ Meeting, and any other documents to be filed by any Parent 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 any Parent 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.. Table of Contents

Statements True and Correct. No statement, certificate, instrument or other writing furnished None of the information supplied or to be furnished supplied by any Parent Regions Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Regions with the Company pursuant SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent 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 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 any Parent 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 any Parent 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 any Parent 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 None of the information supplied or to be furnished supplied by any Parent Lochaven Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Republic with the Company pursuant SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany Material fact, without limitation, the Parent 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 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 any Parent Lochaven Company or any Affiliate thereof for inclusion in the Proxy Statement Statements to be mailed to the CompanyRepublic's shareholders and Lochaven's stockholders in connection with the Shareholdersirrespective Stockholders' MeetingMeetings, and any other documents to be filed by any Parent an Lochaven Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy StatementStatements, when first mailed to the shareholders stockholders of the CompanyRepublic and Lochaven, 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, misleading or, in the case of the Proxy Statement Statements 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 necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' MeetingMeetings. All documents that any Parent Lochaven Company or any Affiliate thereof is responsible for filing with any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material 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 PhyAmerica, any Parent Company PhyAmerica Subsidiary or any Affiliate thereof to the Company Acquisition pursuant to this Agreement (including, without limitation, the 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 included or to be supplied included by any Parent 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 PhyAmerica, any Parent Company 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 PhyAmerica, any Parent Company 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. (a) No statement, certificate, instrument or other writing furnished or required to be furnished by any Parent Company WiderThan Entity or any Affiliate thereof certifying officer of any WiderThan Entity in or pursuant to the Company pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) or any other document, agreement or instrument referred to herein Transaction Documents 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. . (b) None of the information supplied or to be supplied by any Parent Company or any Affiliate thereof WiderThan Entity for inclusion in the Proxy Statement to be mailed to each of the Company's shareholders Ztango stockholders in connection with the Shareholders' Meetingapproval of the Acquisition Transactions, and any other documents to be filed by any Parent Company or any Affiliate thereof WiderThan Entity with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyAcquisition Transactions, 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 CompanyZtango, 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 consent to the Shareholders' Meeting. Acquisition Transactions. (c) All documents that any Parent Company or any Affiliate thereof WiderThan Entity is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby Acquisition Transactions will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. (a) No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any Parent Company Target Entity or any Affiliate thereof to the Company Buyer pursuant to this Agreement (including, without limitation, the Parent 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. . (b) None of the information supplied or to be supplied by any Parent Company Target Entity or any Affiliate thereof for inclusion in the Proxy Statement proxy statement to be mailed to the CompanyTarget's shareholders in connection with the Shareholders' MeetingMeetings pursuant to Section 9.1, and any other documents to be filed by any Parent Company a Target 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 Statementproxy 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 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. . (c) All documents that any Parent Company Target Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

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

Statements True and Correct. (a) No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Company Buyer Entity or any Affiliate thereof to the Company Seller pursuant to this Agreement (including, without limitation, the Parent 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. . (b) None of the information supplied or to be supplied by any Parent Company Buyer Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's Seller’s shareholders in connection with the Shareholders' Shareholders Meeting, and any other documents to be filed by any Parent Company Buyer Entity or any Affiliate thereof 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 Proxy Statement, when first mailed to the shareholders of the CompanySeller, be false or misleading with respect to any material fact, 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, thereto at the time of the Shareholders' ’ Meeting, be false or misleading with respect to any material fact, 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. . (c) All documents that any Parent Company Buyer Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Buyer Company or any Affiliate thereof to the Company Lamcor pursuant to this Agreement (including, without limitation, the Parent Disclosure Memorandum) or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any Parent 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 any Parent 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 any Parent 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 or to be furnished by any Parent Company or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent 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 any Parent Company or any Affiliate thereof Central for inclusion in the Proxy Statement to be mailed to the Company's shareholders in connection with the Shareholders' Meetingregistration statement on Form S-4, and any or other documents appropriate form, to be filed by any Parent Company or any Affiliate thereof with the SEC or any other Regulatory Authority by BankUnited under the Securities Act in connection with the transactions contemplated herebyby this Agreement (the "Registration Statement"), or the proxy statement to be used by Central in connection with obtaining all required approvals of its stockholders as contemplated by this Agreement (the "Proxy Statement") will, at in the respective time such documents are filed, and with respect to case of the Proxy Statement, when it is first mailed to the shareholders stockholders of Central contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the Companycircumstances under which such statements are made, not misleading, or, in the case of the Registration Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholdersmeeting of the stockholders of Central to be held pursuant to Section 8.03 of this Agreement, including any adjournments thereof (the "Stockholders' Meeting"), be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that any Parent Company or any Affiliate thereof Central is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw. The information which is set forth in the Central Disclosure Schedule by Central for the purposes of this Agreement is true and accurate in all material respects.

Statements True and Correct. (a) No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any Parent Company Futurus Entity or any Affiliate thereof to the Company any Crescent Entity pursuant to this Agreement (including, without limitation, the 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. . (b) None of the information supplied or to be supplied by any Parent Company Futurus Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders in connection with the Shareholders' MeetingStatement, and any other documents to be filed by Futurus with 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 CompanyFuturus, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in the 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. ’ Meeting All documents that any Parent Company Futurus 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. (a) No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any Parent Company Seller Entity or any Affiliate thereof to the Company Buyer pursuant to this Agreement (including, without limitation, the 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. . (b) None of the information supplied or to be supplied by any Parent Company Seller Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanySeller's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any Parent Company a Seller Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of 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 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. . (c) All documents that any Parent Company Seller Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Company or any Affiliate thereof to the Company pursuant to this Agreement (including, without limitation, the Parent 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 any Parent Company or any Affiliate thereof Charter for inclusion in the Proxy Statement to be mailed to the Company's shareholders in connection with the Shareholders' Meetingregistration statement on Form S-4, and any or other documents appropriate form, to be filed by any Parent Company or any Affiliate thereof with the SEC or any other Regulatory Authority by NationsBank under the Securities Act in connection with the transactions contemplated herebyby this Agreement (the "Registration Statement"), or the proxy statement to be used by Charter to solicit any required approval of its stockholders as contemplated by this Agreement (the "Proxy Statement") will, at in the respective time such documents are filed, and with respect to case of the Proxy Statement, when it is first mailed to the shareholders stockholders of Charter, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the Companycircumstances under which such statements are made, not misleading, or, in the case of the Registration Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, 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 Shareholdersmeeting of the stockholders of Charter to be held pursuant to Section 8.03 of this Agreement, including any adjournments thereof (the "Stockholders' Meeting"), be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that any Parent Company or any Affiliate thereof Charter is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw, including applicable provisions of the Securities Laws. The information which is deemed to be set forth in the Charter Disclosure Schedule by Charter for the purposes of this Agreement is true and accurate in all material respects.

Statements True and Correct. (a) No statement, certificate, instrument instrument, or other writing furnished or to be furnished by any Parent Company Seller Entity or any Affiliate thereof to the Company Buyer pursuant to this Agreement (including, without limitation, the Parent 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. . (b) None of the information supplied or to be supplied by any Parent Company Seller Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanySeller's shareholders in connection with the Shareholders' MeetingMeeting (if applicable), and any other documents to be filed by any Parent Company a Seller 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, filed and with respect to the Proxy Statement, Statement when first mailed to the shareholders of the CompanySeller (if applicable), 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, thereto at the time of the Shareholders' MeetingMeeting (if applicable), be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. . (c) All documents that any Parent Company a Seller Entity or any an 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 any Parent ABI Company or any Affiliate affiliate thereof for inclusion in the Registration Statement to be filed by ABI with the Company pursuant SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent 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 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 any Parent ABI Company or any Affiliate affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders Murd▇▇▇'▇ ▇▇▇reholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any Parent ABI Company or any Affiliate affiliate thereof with the SEC or any other Regulatory Authority in connection with -24- 29 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 CompanyMurd▇▇▇, be false or misleading with respect to ▇▇ntain any untrue statement of a material fact, fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that any Parent ABI Company or any Affiliate 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. (a) No statement, certificate, instrument or other writing furnished or to be furnished by any Parent Company Buyer Entity or any Affiliate thereof to the Company Seller pursuant to this Agreement (including, without limitation, the Parent 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. . (b) None of the information supplied or to be supplied by any Parent Company Buyer Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the CompanySeller's shareholders in connection with the Shareholders' Shareholders Meeting, and any other documents to be filed by any Parent Company 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, 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 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. . (c) All documents that any Parent Company Buyer 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, --------------------------- other writing or other writing information furnished or to be furnished by any Parent Holdings Company or any Affiliate thereof to the Company ▇▇▇▇ pursuant to this Agreement (including, without limitation, the Parent 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 any Parent 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 any Parent Holdings 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 any Parent 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 instrument, or other writing furnished or to be furnished by any Parent Company GHC Entity or any Affiliate thereof to the Company CCBG pursuant to this Agreement (including, without limitation, the 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 any Parent Company 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 any Parent 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 any Parent Company 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 or other writing furnished None of the information supplied or to be furnished supplied by any Parent First National Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Regions with the Company pursuant SEC will, when the Registration Statement becomes effective, be false or misleading with respect to this Agreement (includingany material fact, without limitation, the Parent 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 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 any Parent 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 any Parent 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 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.Stockholders'

Statements True and Correct. No statement, certificate, instrument instrument, --------------------------- other writing or other writing information furnished or to be furnished by any Parent ▇▇▇▇ Company or any Affiliate thereof to the Company Holdings pursuant to this Agreement (including, without limitation, the Parent 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 any Parent ▇▇▇▇ 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 any Parent a ▇▇▇▇ 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 any Parent ▇▇▇▇ 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 or other writing furnished None of the information supplied or to be furnished supplied by any Parent Regions Company or any Affiliate thereof regarding Regions or such Affiliate for inclusion in the Registration Statement to be filed by Regions with the Company pursuant to this Agreement (includingSEC will, without limitationwhen the Registration Statement becomes effective, the Parent 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 any Parent Regions Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to the Company's shareholders ▇▇▇▇▇▇'▇ stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by 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 stockholders of the Company▇▇▇▇▇▇, 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 any Parent Regions Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

Statements True and Correct. No statement, certificate, instrument or other writing furnished or to be furnished by any Parent ANB Company or any Affiliate thereof to the Company IRBC pursuant to this Agreement (includingAgreement, without limitationincluding the Exhibits or Schedules hereto, the Parent 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 any Parent 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 any Parent 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 any Parent 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.

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