Common use of Certain Information Clause in Contracts

Certain Information. Neither the Schedule 14D-9 nor the Proxy Statement will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders and, in the case of the Proxy Statement, at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 nor or the Proxy Statement will, at the respective times they the Schedule 14D-9 and the Proxy Statement are first filed with the SEC, amended SEC or supplemented or first published, sent or given to the Stockholders and, in the case of the Proxy Statement, at the time of the Company Stockholders’ MeetingCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in If at any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given time prior to the Stockholders, contain Effective Time any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty event with respect to statements included Parent or incorporated Purchaser, or with respect to any information supplied by reference Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this AgreementStatement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules shall occur which is required to be filed with described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the SEC in connection therewith are collectively referred event to as the “Proxy StatementCompany.”

Certain Information. Neither the Schedule 14D-9 nor the Proxy Statement willThe Offer Documents will not, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offer Documents will, at the times they are first filed with the SEC, at the times they are amended or supplemented and as of as of the date first published, sent or given to the Stockholders, comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty with respect to statements included or incorporated by reference in the Offer Documents based on information supplied by or on behalf of the Company, any of its Subsidiaries or Affiliates specifically for inclusion or incorporation by reference therein. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion in the Schedule 14D-9 or the Proxy Statement will, at the respective times they are first published, sent or given to the Stockholders and, in the case of the Proxy Statement, at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company neither Parent nor Merger Sub makes no any representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub Company specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither None of the Schedule 14D-9 nor information supplied (or to be supplied) by or on behalf of Contango specifically for inclusion or incorporation by reference in (a) the Proxy Registration Statement will, at the respective times they are first time the Registration Statement, or any amendment or supplement thereto, is filed with the SEC, amended SEC or supplemented or first published, sent or given to the Stockholders and, in the case of the Proxy Statement, at the time of it (or any post-effective amendment or supplement) becomes or is declared effective under the Company Stockholders’ MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading and (b) the Consent Statement/Proxy Statement/Prospectus will, on the date it is first mailed to unitholders of the Partnership, on the date the Consent Statement/Proxy Statement/Prospectus is first mailed to shareholders of Contango, at the time of any amendments or supplements thereto and, if the Contango Shareholder Approval is to be sought at the Contango Special Shareholders Meeting in accordance with Section 5.4(c)(i), at the time of such Contango Special Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Consent Statement/Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act. None of Notwithstanding the foregoing, Contango makes no representation or warranty with respect to information supplied or to be supplied by or on behalf of the Company specifically Mid-Con Parties for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statementforegoing documents.”

Certain Information. Neither None of the Schedule 14D-9 nor information supplied or to be supplied by Parent or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Registration Statement will, at the respective times they are first filed time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the SEC, amended time such post-effective amendment or supplemented or first published, sent or given to the Stockholders and, in the case of the Proxy Statement, supplement becomes effective) and at the time of the Company Stockholders’ Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. None of the information supplied or to be supplied by Parent or on behalf of the Company specifically its Representatives for inclusion or incorporation by reference in any of the Offer Documents willJoint Proxy Statement/Prospectus will not, at the respective times they are time the Joint Proxy Statement/Prospectus is first filed mailed to the stockholders of Parent and at the time of any meeting of Parent stockholders to be held in connection with the SEC, amended or supplemented or first published, sent or given to the StockholdersMergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by Parent or its Representatives for inclusion therein, but excluding any portion thereof based on information supplied by the Company or its Representatives in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Parent) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The information relating to Parent and its Subsidiaries which is provided by Parent or its Representatives in any document filed with any Gaming Authorities in connection herewith shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes Parent Entities make no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on any information supplied by the Company or on behalf any of Parent or Merger Sub specifically its Representatives for inclusion or incorporation by reference therein. For purposes of this Agreement, in the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, Registration Statement or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Joint Proxy Statement/Prospectus.”

Certain Information. Neither (a) None of the documents required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders by the Company in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9 nor 14D-9, the proxy or information statement of the Company (the “Proxy Statement willStatement”), at the respective times they are first if any, to be filed with the SEC, amended or supplemented or first published, sent or given to SEC for use in connection with the Stockholders and, solicitation of proxies from the Company’s stockholders in connection with the case of the Proxy Statement, at the time of Merger and the Company Stockholders’ MeetingStockholders Meeting (as defined in Section 6.4(b) hereof), if any, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleadingmisleading (i) in the case of the Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on adoption and approval of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the Acceptance Time. The Schedule 14D-9 and the Proxy Statement Company Disclosure Documents will comply as to form in all material respects with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. None of Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or to be supplied by Merger Sub or on behalf any of the Company specifically their respective Representatives for inclusion or incorporation by reference in the Company Disclosure Documents. (b) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the filing of the Schedule TO, at the time of any distribution or dissemination of the Offer Documents willDocuments, and at the respective times they are first filed with the SECAcceptance Time, amended or supplemented or first published, sent or given to the Stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither (a) None of the Schedule 14D-9 nor the Proxy Statement will, at the respective times they are first filed information with the SEC, amended or supplemented or first published, sent or given respect to Parent and any of its Subsidiaries (including Merger Sub) that Parent furnishes to the Stockholders and, Company in the case of the Proxy Statement, at the time of the writing specifically for use in any Company Stockholders’ Meeting, Disclosure Document will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. misleading (i) in the case of the Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on adoption and approval of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the Acceptance Time or Effective Time, as applicable. (b) The Schedule 14D-9 TO, when filed, and the Proxy Statement Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the provisions applicable requirements of the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents willAct and, at the respective times they are first filed with time of such filing, at the SECtime of such distribution or dissemination and at the time of consummation of the Offer, amended or supplemented or first published, sent or given to the Stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on any information supplied by the Company, its Subsidiaries or on behalf any of Parent or Merger Sub specifically their respective Representatives for inclusion or incorporation by reference therein. For purposes of this Agreement, in the letter to the Stockholders, notice of meeting, proxy statement Schedule TO and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy StatementOffer Documents.”

Certain Information. Neither (a) When the Schedule 14D-9 nor the Proxy Registration Statement will, at the respective times they are first (as defined in Section 6.4) to be filed with the SECCommission by Jacor pursuant to Section 6.4 hereof or any post-effective amendment thereto shall become effective, amended and at all times subsequent to such effectiveness up to and including the Effective Time, such Registration Statement and all amendments or supplemented supplements thereto, with respect to all information set forth therein furnished by Premiere relating to Premiere or first publishedits Subsidiaries, sent or shall, if Premiere has approved the contents and presentation of such information (such consent to be conclusively presumed to have been given if the prospectus referred to in Section 6.4 in such Registration Statement is identical to the Stockholders andInformation Statement(as defined below), comply as to form in all material respects with the provisions of all applicable securities laws. Any written information supplied or to be supplied by Premiere specifically for inclusion in the case of the Proxy Statement, at the time of the Company Stockholders’ Meeting, Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required necessary in order 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 stated therein supplied by Premiere for inclusion in the Information Statement (as defined in Section 6.4) shall, at the time such document is filed with the Commission and when it is first mailed to the stockholders of Premiere, 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 are made, not misleading. The Schedule 14D-9 If at any time prior to the Effective Time any event occurs of which Premiere has knowledge and which is required to be described in the Proxy Information Statement or any supplement or amendment thereto, Premiere will file and disseminate, as required, a supplement or amendment which complies as to form in all material respects with the provisions of all applicable securities laws. Prior to its filing with the Commission, the Information Statement and each amendment or supplement thereto shall be delivered to Jacor and its counsel. (c) All documents that Premiere is responsible for filing with the Commission or any other Governmental Authority in connection with the transactions contemplated hereby shall comply as to form in all material respects with the provisions of applicable law and the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement applicable rules and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statementregulations thereunder.”

Certain Information. Neither None of the Schedule 14D-9 nor information supplied or to be supplied by or on behalf of Parent, Merger Sub or Merger Sub I specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto and at the time it (or any post-effective amendment or supplement, if prior to the Effective Time) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (b) the Joint Proxy Statement will, at the respective times they are time it is first filed with the SEC, amended or supplemented or first published, sent or given mailed to the Stockholders andCompany’s stockholders and Parent’s stockholders, in at the case time of the Proxy Statement, any amendments or supplements thereto and at the time of the Company Stockholders’ Stockholders Meeting and at the time of the Parent Stockholders Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Joint Proxy Statement and Form S-4 will comply as to form in all material respects with the provisions of the Exchange Act. None of Notwithstanding the foregoing, neither Parent, Merger Sub I nor Merger Sub makes any representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither (a) When the Schedule 14D-9 nor the Proxy Information Statement will, at the respective times they are first (as defined in Section 6.4) to be filed with the SECCommission by Premiere pursuant to Section 6.4 hereof or any amendment or supplement thereto, amended shall be mailed to Premiere's stockholders, and at all times subsequent thereto up to and including the Effective Time, such Information Statement and all amendments or supplemented supplements thereto, with respect to all information set forth therein furnished by Jacor relating to Jacor or first publishedits Subsidiaries, sent or shall, if Jacor has approved the contents and presentation of such information (such consent to be conclusively presumed to have been given if the prospectus included in the Registration Statement (as defined below) is identical to the Stockholders andInformation Statement), comply as to form in all material respects with the provisions of all applicable securities laws. Any written information supplied or to be supplied by Jacor specifically for inclusion in the case of the Proxy Statement, at the time of the Company Stockholders’ Meeting, Information Statement will not contain any untrue statement of a material fact or omit to state any material fact required necessary in order 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 stated therein supplied by Jacor for inclusion in the Registration Statement (as defined in Section 6.4) shall, at the time such Registration Statement or any post-effective amendment thereto is filed with the Commission or shall become effective, and at all times subsequent thereto up to and including 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 are made, not misleading. The Schedule 14D-9 If at any time prior to the Effective Time, any event occurs of which Jacor has knowledge which is required to be described in the Registration Statement or any supplement or amendment thereto, Jacor will file and disseminate, as required, a supplement or amendment which complies as to form in all material respects with the Proxy provisions of all applicable securities laws. Prior to its filing with the Commission, the Registration Statement will and each amendment or supplement thereto shall be delivered to Premiere and its counsel. All documents that Jacor is responsible for filing with the Commission or any other Governmental Authority in connection with the transactions contemplated hereby shall comply as to form in all material respects with the provisions of applicable law and the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement applicable rules and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statementregulations thereunder.”

Certain Information. Neither (a) None of the Schedule 14D-9 nor the Proxy Statement will, at the respective times they are first filed information with the SEC, amended or supplemented or first published, sent or given respect to Parent and any of its Subsidiaries (including Merger Sub) that Parent furnishes to the Stockholders and, Company in the case of the Proxy Statement, at the time of the writing specifically for use in any Company Stockholders’ Meeting, Disclosure Document will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. misleading (i) in the case of the Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on adoption and approval of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the Acceptance Time or Effective Time, as applicable. (b) The Schedule 14D-9 TO, when filed, and the Proxy Statement Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the provisions applicable requirements of the Exchange Act. None Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company, its Subsidiaries or to be supplied by or on behalf any of the Company specifically their respective Representatives for inclusion or incorporation by reference in the Schedule TO and Offer Documents. (c) The Minnesota Registration Statement and any of the Offer Documents will, at the respective times they are first amendment thereof or supplement thereto will not when filed with the SEC, amended Commissioner of Commerce of the State of Minnesota or supplemented at any time of distribution or first published, sent or given dissemination thereof to the Stockholders, shareholders of the Company contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes except that no representation or warranty is made by Parent or Merger Sub with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement made therein based on information supplied by or on behalf of Parent or Merger Sub the Company in writing specifically for inclusion or incorporation by reference thereinin the Minnesota Registration Statement. For purposes of this Agreement, the letter The Minnesota Registration Statement will comply as to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection all material respects with the Merger (including any amendments or supplements) applicable provisions of Minnesota law and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statementrules and regulations thereunder.”

Certain Information. Neither (a) None of the documents required to be filed by the Company with the SEC or the Commissioner of Commerce of the State of Minnesota or required to be distributed or otherwise disseminated to the Company’s shareholders by the Company in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9 nor 14D-9, the proxy or information statement of the Company (the “Proxy Statement willStatement”), at the respective times they are first if any, to be filed with the SECSEC for use in connection with the solicitation of proxies from the Company’s shareholders in connection with the Merger and the Company Shareholders Meeting (as defined in Section 6.5(b) hereof), amended or supplemented or first publishedif any, sent or given to and the Stockholders and, in the case of the Proxy Minnesota Registration Statement, at the time of the Company Stockholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleadingmisleading (i) in the case of the Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on adoption and approval of this Agreement, (ii) in the case of the Minnesota Registration Statement, as supplemented or amended, if applicable, at the time the Minnesota Registration Statement or any amendment or supplement thereto is filed with the Commissioner of Commerce of the State of Minnesota and at any time of distribution or dissemination thereof to the shareholders of the Company and (iii) in the case of any Company Disclosure Document other than the Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the Acceptance Time. The Schedule 14D-9 and the Proxy Statement Company Disclosure Documents will comply as to form in all material respects with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. None of Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or to be supplied by Merger Sub or on behalf any of the Company specifically their respective Representatives for inclusion or incorporation by reference in the Company Disclosure Documents. (b) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the filing of the Schedule TO, at the time of any distribution or dissemination of the Offer Documents willDocuments, and at the respective times they are first filed with the SECAcceptance Time, amended or supplemented or first published, sent or given to the Stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither the Schedule 14D-9 nor the Proxy Statement willThe Offer Documents will not, at the respective times they (and any amendment or supplement thereto) are first filed with the SEC, amended or supplemented or first published, sent distributed or given disseminated to the Stockholders and, in the case of the Proxy Statement, at the time of the Company Stockholders’ MeetingCompany’s stockholders, contain any untrue or misleading statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or, omit to state any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the Offer or the Merger which has become false or misleading. The Schedule 14D-9 and the Proxy Statement will Offer Documents, including any amendment or supplement thereto, will, comply as to form in all material respects with the provisions applicable requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty with respect to statements included or incorporated by reference in the Offer Documents based on information supplied in writing by or on behalf of the Company specifically for inclusion or incorporation by reference therein. None of the information supplied or to be supplied by or on behalf of the Company Parent or Merger Sub specifically for inclusion or incorporation by reference in any of the Offer Documents Schedule 14D–9 will, at the respective times they are time it is first (and any amendment or supplement thereto) filed with the SEC, amended or supplemented or first published, sent distributed or given disseminated to the StockholdersCompany’s stockholders, contain any untrue or misleading statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or, omit to state any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the Offer or the Merger which has become false or misleading. Notwithstanding the foregoing, the Company neither Parent nor Merger Sub makes no any representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied in writing by or on behalf of Parent or Merger Sub the Company specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither None of the Schedule 14D-9 nor information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement Form F-4 will, at the respective times they are first time the Form F-4 is filed with the SEC, amended at the time of any amendment or supplemented supplement thereto and at the time it (or first publishedany post-effective amendment or supplement) becomes effective under the Securities Act, sent contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary to make the Stockholders and, statements therein not misleading. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the case of the Joint Proxy Statement/Prospectus will, at the time it is mailed to Company’s stockholders and Parent’s stockholders or at the time of the Company Stockholders’ MeetingParent Stockholder Meeting , contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 Form F-4 and the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, Act (i) at the respective times they are first the Form F-4 is filed with the SECSEC and at the time the Form F-4 becomes effective, amended or supplemented or first published, sent or given (ii) at the times the Joint Proxy Statement/Prospectus is mailed to Company’s stockholders and Parent’s stockholders and (iii) at the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light time of the circumstances under which they are made, Parent Stockholder Meeting. The representations and warranties contained in this Section 4.8 do not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect and will not apply to statements included or incorporated by reference in the Schedule 14D-9 Form F-4 or the Joint Proxy Statement Statement/Prospectus based on information supplied by or on behalf of Parent or Merger Sub Company specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither (a) None of the Schedule 14D-9 nor documents required to be filed by the Proxy Statement willCompany with the FSC, disclosed at the respective times they are first filed Market Observation Post System (“MOPS”), or required to be distributed or otherwise disseminated to the Company’s shareholders by the Company in connection with the SEC, amended or supplemented or first published, sent or given to transactions contemplated by this Agreement (the Stockholders and, in the case of the Proxy Statement, at the time of the “Company Stockholders’ Meeting, Disclosure Documents”) will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleadingmisleading in the case of any Company Disclosure Document, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. The Schedule 14D-9 and the Proxy Statement Company Disclosure Documents will comply as to form in all material respects with the provisions requirements of applicable Laws. (b) As of the Exchange ActEffective Date, there are no material outstanding or unresolved written comments from the FSC or the TSE with respect to the Company Public Reports. None The Company has filed all Company Public Reports on a timely basis. As of their respective filing dates, or, if applicable, as of the information supplied or to be supplied by or on behalf time of their most recent amendment, the Company specifically for inclusion or incorporation by reference Public Reports (i) complied in any of the Offer Documents will, at the respective times they are first filed all material respects with the SEC, amended or supplemented or first published, sent or given to the Stockholders, requirements of applicable Laws and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding . (c) Each of the foregoingfinancial statements (including the related notes) of the Company included in the Company Public Reports (collectively, the “Company makes no representation or warranty Financial Statements”) (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and rules and regulations of the FSC with respect to statements included or incorporated by reference thereto in effect at the time of such filing; (ii) was prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated in the Schedule 14D-9 or notes thereto); and (iii) fairly presented in all material respects the Proxy Statement based on information supplied by or on behalf consolidated financial position of Parent or Merger Sub specifically the Company and the U.S. Subsidiary as of the respective dates thereof and the consolidated results of operations and cash flows for inclusion or incorporation by reference therein. For purposes of this Agreementthe respective periods then ended (subject, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as in the case may beof unaudited statements, to normal year-end adjustments, none of which either individually or in the aggregate will be distributed to the Stockholders material in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statementamount).”

Certain Information. Neither the Schedule 14D-9 Registration Statement, nor the Proxy Statement willPost-Effective Amendment, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders and, in the case of the Proxy Statement, at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of nor the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement, the Post-Effective Amendment, and the Offer Documents will, at the respective times they are first filed with the SEC, at the respective times they are amended or supplemented and as of as of the date first published, sent or given to the Stockholders, comply as to form in all material respects with the provisions of the Exchange Act. Immediately preceding and during the period used to calculate the Average Trading Price, the Parent SEC Documents will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading during the entirety of such period (except as promptly corrected in accordance with Section 6.10(c)). Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty with respect to statements included or incorporated by reference in the Registration Statement, the Post-Effective Amendment, or the Offer Documents based on information supplied by or on behalf of the Company, any of its Subsidiaries or Affiliates specifically for inclusion or incorporation by reference therein. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion in the Schedule 14D-9 or the Proxy Statement will, at the respective times they are first published, sent or given to the Stockholders and, in the case of the Proxy Statement, at the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Parent nor Merger Sub makes no any representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub Company specifically for inclusion or incorporation by reference therein. For purposes The registration statement filed under Chapter 80B of this Agreement, the letter Minnesota Statutes (and any amendment thereof or supplement thereto) will not when filed with the Commissioner of Commerce of the State of Minnesota or at the time of distribution or dissemination thereof to the Stockholders, notice contain any untrue statement of meeting, proxy statement and form of proxy and a material fact or omit to state any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Purchaser with respect to statements made therein based on information supplied by or on behalf of the Company or any of its Subsidiaries or Affiliates for inclusion in such registration statement. The registration statement filed under Chapter 80B of the Minnesota Statutes Annotated will comply as to form in all material respects with applicable provisions of Minnesota Law and the SEC in connection therewith are collectively referred to as the “Proxy Statementrules and regulations thereunder.”

Certain Information. Neither (a) None of the Schedule 14D-9 nor information supplied or to be supplied by UbiquiTel, specifically for inclusion or incorporation by reference in, or which may be deemed to be in incorporated by reference in, any registration statement filed or to be filed with the Proxy SEC, at any time that it is amended or supplemented and at the time it becomes effective under the Securities Act, contained or will contain any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (b) None of the information supplied or to be supplied by UbiquiTel specifically for inclusion or incorporation by reference in, or which may be deemed to be in incorporated by reference in (i) the Resale Registration Statement will, at the respective times they are first time the Resale Registration Statement is filed with the SEC, at any time that it is amended or supplemented or first publishedsupplemented, sent or given to the Stockholders and, in the case of the Proxy Statement, and at the time of it becomes effective under the Company Stockholders’ MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading. The Schedule 14D-9 and , or (ii) the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first time it is filed with the SEC, at any time that it is amended or supplemented or first publishedsupplemented, sent or given at the time it is mailed to the holders of UbiquiTel Stock and at the time of the UbiquiTel Stockholders, ' Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoingrequirements of the Exchange Act and the rules and regulations thereunder, the Company makes except that no representation or warranty is made by UbiquiTel with respect to statements included made or incorporated by reference in the Schedule 14D-9 or the Proxy Statement therein based on information supplied by or on behalf of Parent or Merger Sub the LLC Parties specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither the Schedule 14D-9 nor the Proxy Statement will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders and, in the case of the Proxy Statement, at the time of the Company Stockholders’ ' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholdersstockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “"Proxy Statement.”"

Certain Information. Neither Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; PROVIDED, HOWEVER, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 nor or the Proxy Statement will, at the respective times they the Schedule 14D-9 and the Proxy Statement are first filed with the SEC, amended SEC or supplemented or first published, sent or given to the Stockholders and, in the case of the Proxy Statement, at the time of the Company Stockholders’ MeetingCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in If at any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given time prior to the Stockholders, contain Effective Time any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty event with respect to statements included Parent or incorporated Purchaser, or with respect to any information supplied by reference Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this AgreementStatement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules shall occur which is required to be filed with described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the SEC in connection therewith are collectively referred event to as the “Proxy StatementCompany.”

Certain Information. Neither None of the Schedule 14D-9 nor information supplied or to be supplied by the Proxy Statement Company for inclusion or incorporation by reference in (a) the Form S-4 to be filed with the SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in connection with the Merger (as amended or supplemented from time to time (the “Form S-4”)) will, at the respective times they are first time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or first published, sent or given to the Stockholders and, in the case of the Proxy Statement, at the time of it becomes effective under the Company Stockholders’ MeetingSecurities Act, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not misleading. The Schedule 14D-9 false or misleading and (b) the proxy statement to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”) will, on the date the Proxy Statement will comply as is first mailed to form in all material respects the Company stockholders or at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the provisions of the Exchange Act. None of the information supplied or to be supplied by SEC or on behalf the date of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders’ Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. Notwithstanding the foregoing, the Company makes make no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on any information supplied by or on behalf of Parent or the Parent, Merger Sub specifically for inclusion or incorporation by reference therein. For purposes any of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statementtheir Representatives.”

Certain Information. Neither (a) None of the Schedule 14D-9 nor the Proxy Statement will, at the respective times they are first filed information supplied or to be supplied by Parent or Merger Sub with the SEC, amended or supplemented or first published, sent or given respect to Parent and any of its Subsidiaries that Parent furnishes to the Stockholders and, Company in the case of the Proxy Statement, at the time of the writing specifically for use in any Company Stockholders’ Meeting, Disclosure Document will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. misleading (i) in the case of the Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the consummation of the Offer. (b) The Schedule 14D-9 TO, when filed, and the Proxy Statement Offer Documents, when distributed or disseminated, will comply as to form and substance in all material respects with the provisions applicable requirements of the Exchange Act. None Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, that this representation and warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information supplied furnished to Parent or to be supplied Merger Subsidiary in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, use therein contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither the The Schedule 14D-9 nor the Proxy Statement will14D–9 will not, at the respective times they are time it (and any amendment or supplement thereto) is first filed with the SEC, amended or supplemented or first published, sent distributed or given disseminated to the Stockholders and, in the case of the Proxy Statement, at the time of the Company Stockholders’ MeetingCompany’s stockholders, contain any untrue or misleading statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or, omit to state any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the Offer or the Merger which has become false or misleading. The Schedule 14D-9 and the Proxy Statement will 14D–9, including any amendment or supplement thereto, will, comply as to form in all material respects with the provisions applicable requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D–9 based on information supplied in writing by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first (and any amendment or supplement thereto) filed with the SEC, amended or supplemented or first published, sent distributed or given disseminated to the StockholdersCompany’s stockholders, contain any untrue or misleading statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, the Company makes no representation or, omit to state any material fact required to be stated therein or warranty necessary to correct any statement in any earlier communication with respect to statements included or incorporated by reference in the Schedule 14D-9 Offer or the Proxy Statement based on information supplied by Merger which has become false or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statementmisleading.”

Certain Information. Neither (a) None of the Schedule 14D-9 nor the Proxy Statement willinformation supplied or to be supplied by UbiquiTel, at the respective times they are first specifically for inclusion or incorporation by reference in, or which may be deemed to be in incorporated by reference in, any registration statement filed or to be filed with the SEC, at any time that it is amended or supplemented and at the time it becomes effective under the Securities Act, contained or first published, sent will contain any untrue statement of a material fact or given omitted or will omit to state any material fact required to be stated therein or necessary to make the Stockholders and, in the case statements therein not misleading. (b) None of the Proxy Statementinformation supplied or to be supplied by UbiquiTel specifically for inclusion or incorporation by reference in, or which may be deemed to be in incorporated by reference in (i) the registration statements on Form S-4 or Form S-1 will, at the time of the Company Stockholders’ MeetingForm S-4 or the Form S-1 is filed with the SEC, at any time that it is amended or supplemented, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading. The Schedule 14D-9 and , or (ii) the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first time it is filed with the SEC, at any time that it is amended or supplemented or first publishedsupplemented, sent or given at the time it is mailed to the holders of UbiquiTel Stock and at the time of the UbiquiTel Stockholders, ' Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoingrequirements of the Exchange Act and the rules and regulations thereunder, the Company makes except that no representation or warranty is made by UbiquiTel with respect to statements included made or incorporated by reference in the Schedule 14D-9 or the Proxy Statement therein based on information supplied by or on behalf of Parent or Merger Sub the LLC Parties specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither None of the Schedule 14D-9 nor information supplied or to be supplied by or on behalf of Rook specifically for inclusion or incorporation by reference in the Proxy Statement Form S-4 will, at the respective times they are first time the Form S-4 is filed with the SEC, amended at the time of any amendment or supplemented supplement thereto and at the time it (or first publishedany post-effective amendment or supplement) becomes effective under the Securities Act, sent contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary to make the Stockholders and, statements therein not misleading. None of the information supplied or to be supplied by or on behalf of Rook specifically for inclusion or incorporation by reference in the case of the Joint Proxy Statement/Prospectus will, at the time it is mailed to Rook’s stockholders and ▇▇▇▇▇▇’▇ stockholders or at the time of the Company Stockholders’ Meeting, ▇▇▇▇▇▇ Stockholders Meeting and the Rook Stockholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 Form S-4 and the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, Act (i) at the respective times they are first the Form S-4 is filed with the SECSEC and at the time the Form S-4 becomes effective, amended or supplemented or first published, sent or given (ii) at the times the Joint Proxy Statement/Prospectus it is mailed to Rook’s stockholders and ▇▇▇▇▇▇’▇ stockholders and (iii) at the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light time of the circumstances under which they are made, Rook Stockholders Meeting. The representations and warranties contained in this Section 3.8 do not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect and will not apply to statements included or incorporated by reference in the Schedule 14D-9 Form S-4 or the Joint Proxy Statement Statement/Prospectus based on information supplied by or on behalf of Parent or Merger Sub ▇▇▇▇▇▇ specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither the Schedule 14D-9 nor the Proxy Statement will(i) The Pricing Disclosure Package, at the respective times they are first filed with Applicable Time did not, and as of the SECClosing Date and as of the Additional Closing Date, amended as the case may be, will not, (ii) the Registration Statement and any post-effective amendment thereto, as of the date of effectiveness did not and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, and (iii) the Prospectus and any amendment or supplemented or first publishedsupplement thereto as of the date thereof, sent or given to as of the Stockholders andClosing Date and as of the Additional Closing Date, as the case may be, will not, in the case each of the Proxy Statement, at the time of the Company Stockholders’ Meetingforegoing cases, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of clause (i) and (iii), in the light of the circumstances under which they are were made, ) not misleading. The Schedule 14D-9 ; provided that such representations and warranties set forth in this Section 4(e) apply only to statements or omissions to the Proxy Statement will comply as to form extent made in all material respects reliance upon and in conformity with the provisions of Selling Unitholder’s Selling Unitholder Information (as defined below) and that the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company Selling Unitholder makes no representation or warranty as to any statements or omissions in the Pricing Disclosure Package, the Registration Statement (or any amendments or supplements thereto) or the Prospectus (or any amendments or supplements thereto) other than with respect to the Selling Unitholder’s Selling Unitholder Information, provided further, that the Selling Unitholder makes no representation and warranty with respect to any statements included or incorporated by reference omissions made in the Schedule 14D-9 or the Proxy Statement based on reliance upon and in conformity with information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter relating to any Underwriter furnished to the StockholdersPartnership in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, notice it being understood and agreed that the only such information furnished by any Underwriter consists of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, described as the case may be, to be distributed to the Stockholders such in connection with the Merger (including any amendments or supplementsSection 9(c) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statementhereof.”

Certain Information. Neither None of the Schedule 14D-9 nor information supplied or to be supplied by Public, Superholdings or Merger Sub in written form specifically for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Proxy Statement Form S-4 or the Form S-1 will, at the respective times they are first time the Form S-4 or Form S-1, as applicable, is filed with the SEC, at any time that such form is amended or supplemented or first published, sent or given to the Stockholders and, in the case of the Proxy Statement, and at the time of it becomes effective under the Company Stockholders’ MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. None of the information supplied or to be supplied by Public, Superholdings or on behalf of the Company Merger Sub in written form specifically for inclusion or incorporation by reference in any of in, or which may be deemed to be incorporated by reference in, the Offer Documents Proxy Statement will, at the respective times they are first time it is filed with the SEC, at any time that it is amended or supplemented or first publishedsupplemented, sent or given at the time it is mailed to the Stockholdersholders of Public Stock and at the time of the Public Stockholders Meeting and, if it is mailed to the Members, at the time it is mailed to the Members and at the time of the Members Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoingrequirements of the Exchange Act and the rules and regulations thereunder, the Company makes except that no representation or warranty is made by Public, Superholdings or Merger Sub with respect to statements included made or incorporated by reference in the Schedule 14D-9 or the Proxy Statement therein based on information supplied by the LLC Parties or on behalf of Parent or Merger Sub other parties to Sister Agreements specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither the Schedule 14D-9 nor the Proxy Statement will(i) The Pricing Disclosure Package, at the respective times they are first filed with Applicable Time did not, and as of the SECClosing Date and as of the Additional Closing Date, amended as the case may be, will not, (ii) the Registration Statement and any post-effective amendment thereto, as of the date of effectiveness did not and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, and (iii) the Prospectus and any amendment or supplemented or first publishedsupplement thereto as of the date thereof, sent or given to as of the Stockholders andClosing Date and as of the Additional Closing Date, as the case may be, will not, in the case each of the Proxy Statement, at the time of the Company Stockholders’ Meetingforegoing cases, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of clause (i) and (iii), in the light of the circumstances under which they are were made, ) not misleading. The Schedule 14D-9 ; provided that such representations and warranties set forth in this Section 4(e) apply only to statements or omissions to the Proxy Statement will comply as to form extent made in all material respects reliance upon and in conformity with the provisions of Selling Shareholder’s Selling Shareholder Information (as defined below) and that the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company Selling Shareholder makes no representation or warranty as to any statements or omissions in the Pricing Disclosure Package, the Registration Statement (or any amendments or supplements thereto) or the Prospectus (or any amendments or supplements thereto) other than with respect to the Selling Shareholder’s Selling Shareholder Information, provided further, that the Selling Shareholder makes no representation and warranty with respect to any statements included or incorporated by reference omissions made in the Schedule 14D-9 or the Proxy Statement based on reliance upon and in conformity with information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter relating to any Underwriter furnished to the StockholdersPartnership in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, notice it being understood and agreed that the only such information furnished by any Underwriter consists of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, described as the case may be, to be distributed to the Stockholders such in connection with the Merger (including any amendments or supplementsSection 9(c) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statementhereof.”

Certain Information. Neither the Schedule 14D-9 nor the Proxy Statement will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders and, in the case of the Proxy Statement, at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, at the respective times they are first filed with the SEC, amended or supplemented or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. For purposes of this Agreement, the letter to the Stockholdersstockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to the Stockholders stockholders in connection with the Offer or the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.”

Certain Information. Neither (a) None of the Schedule 14D-9 nor documents required to be filed by the Proxy Statement willCompany with the FSC, disclosed at the respective times they are first filed Market Observation Post System (“MOPS”), or required to be distributed or otherwise disseminated to the Company’s shareholders by the Company in connection with the SEC, amended or supplemented or first published, sent or given to transactions contemplated by this Agreement (the Stockholders and, in the case of the Proxy Statement, at the time of the “Company Stockholders’ Meeting, Disclosure Documents”) will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleadingmisleading in the case of any Company Disclosure Document, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. The Schedule 14D-9 and the Proxy Statement Company Disclosure Documents will comply as to form in all material respects with the provisions requirements of applicable Laws. (b) As of the Exchange ActEffective Date, there are no material outstanding or unresolved written comments from the FSC or the TSE with respect to the Company Public Reports. None The Company has filed all Company Public Reports on a timely basis. As of their respective filing dates, or, if applicable, as of the information supplied or to be supplied by or on behalf time of their most recent amendment, the Company specifically for inclusion or incorporation by reference Public Reports (i) complied in any of the Offer Documents will, at the respective times they are first filed all material respects with the SEC, amended or supplemented or first published, sent or given to the Stockholders, requirements of applicable Laws and (ii) did not contain any untrue 12 statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding . (c) Each of the foregoingfinancial statements (including the related notes) of the Company included in the Company Public Reports (collectively, the “Company makes no representation or warranty Financial Statements”) (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and rules and regulations of the FSC with respect to statements included or incorporated by reference thereto in effect at the time of such filing; (ii) was prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated in the Schedule 14D-9 or notes thereto); and (iii) fairly presented in all material respects the Proxy Statement based on information supplied by or on behalf consolidated financial position of Parent or Merger Sub specifically the Company and the U.S. Subsidiary as of the respective dates thereof and the consolidated results of operations and cash flows for inclusion or incorporation by reference therein. For purposes of this Agreementthe respective periods then ended (subject, the letter to the Stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as in the case may beof unaudited statements, to normal year-end adjustments, none of which either individually or in the aggregate will be distributed to the Stockholders material in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statementamount).”