Common use of Disclosure Document Clause in Contracts

Disclosure Document. (a) Promptly after the execution of this Agreement, the Purchaser and TargetCo will jointly prepare a Listing Statement together with any other documents that may be required by Applicable Securities Laws and other Applicable Laws and the rules and policies of the CSE in connection with the intended listing of the Purchaser Shares on the CSE. (b) The Purchaser represents and warrants that the Listing Statement will comply in all material respects with all Applicable Laws (including Applicable Securities Laws), and, without limiting the generality of the foregoing, that the Listing Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Purchaser will not be responsible for the accuracy of any information relating to TargetCo that is furnished in writing by TargetCo for inclusion in the Listing Statement). (c) TargetCo represents and warrants that any information or disclosure relating to TargetCo that is furnished in writing by TargetCo for inclusion in the Listing Statement will comply in all material respects with all Applicable Laws (including Applicable Securities Laws), and, without limiting the generality of the foregoing, that the Listing Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that TargetCo will not be responsible for the accuracy of any information relating to the Purchaser that is furnished in writing by the Purchaser for inclusion in the Listing Statement). (d) TargetCo, CRC, the Purchaser and their respective legal counsel will be given a reasonable opportunity to review and comment on drafts of the Listing Statement and other documents related thereto and to the Transaction, and reasonable consideration will be given to any comments made by TargetCo, CRC, the Purchaser and their respective counsel, provided that all information relating solely to the Purchaser included in the Listing Statement will be in form and content satisfactory to the Purchaser, acting reasonably, and all information relating solely to TargetCo included in the Listing Statement will be in form and content satisfactory to TargetCo, acting reasonably, and all information relating solely to CRC included in the Listing Statement will be in form and content satisfactory to CRC, acting reasonably. (e) The Purchaser and TargetCo will promptly notify each other if at any time before the date of filing in respect of the Listing Statement, either party becomes aware that the Listing Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise require an amendment or supplement to the Listing Statement and the parties will cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or appropriate.

Disclosure Document. (a) Promptly after the execution of this Agreement, the Purchaser and TargetCo will the Company shall jointly prepare a Listing Statement and complete the Disclosure Document together with any other documents that may be required by Applicable the BCBCA, applicable Securities Laws and other Applicable Laws applicable laws and the rules and policies of the CSE TSXV in connection with the intended listing Transaction, and the Purchaser shall, as promptly as reasonably practicable after obtaining the approval of the Purchaser Shares TSXV as to the final Disclosure Document file such final Disclosure Document on the CSE.SEDAR.‌ (b) The Purchaser represents and warrants that the Listing Statement Disclosure Document will comply in all material respects with all Applicable Laws (including Applicable Securities Laws), and, applicable laws and without limiting the generality of the foregoing, that the Listing Statement will Disclosure Document shall not to the knowledge of the Purchaser contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Purchaser will shall not be responsible for the accuracy of any information relating to TargetCo the Company that is furnished in writing by TargetCo the Company for inclusion in the Listing Statement)Disclosure Document. (ca) TargetCo The Company represents and warrants that any information or disclosure relating to TargetCo the Company that is furnished in writing by TargetCo the Company for inclusion in the Listing Statement Disclosure Document will comply in all material respects with all Applicable Laws applicable laws (including Applicable Securities Lawsapplicable securities law), and, without limiting the generality of the foregoing, that the Listing Statement will Disclosure Document shall not to the knowledge of the Company contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that TargetCo will the Company shall not be responsible for the accuracy of any information relating to the Purchaser that is furnished in writing by the Purchaser for inclusion in the Listing StatementDisclosure Document). (d) TargetCo, CRC, the Purchaser and their respective legal counsel will be given a reasonable opportunity to review and comment on drafts of the Listing Statement and other documents related thereto and to the Transaction, and reasonable consideration will be given to any comments made by TargetCo, CRC, the Purchaser and their respective counsel, provided that all information relating solely to the Purchaser included in the Listing Statement will be in form and content satisfactory to the Purchaser, acting reasonably, and all information relating solely to TargetCo included in the Listing Statement will be in form and content satisfactory to TargetCo, acting reasonably, and all information relating solely to CRC included in the Listing Statement will be in form and content satisfactory to CRC, acting reasonably. (ec) The Purchaser and TargetCo will the Company shall promptly notify each other if at any time before the date of filing in respect of the Listing StatementDisclosure Document, either party becomes aware that the Listing Statement Disclosure Document contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise require requires an amendment or supplement to the Listing Statement Disclosure Document and the parties will shall cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or appropriate.

Disclosure Document. (a) Promptly after If required under any applicable law or as a material change in the execution of this Agreement, the Purchaser and TargetCo will jointly prepare information in a Listing Statement together with any other documents that may be required by Applicable Securities Laws and other Applicable Laws and the rules and policies of the CSE disclosure document heretofor used in connection with the intended listing sale or theretofore used in connection with the remarketing of the Purchaser Shares on Subseries B Bonds, which may include the CSE. Official Statement (b) The Purchaser represents and warrants that the Listing Statement will comply in all material respects with all Applicable Laws (including Applicable Securities Laws“Disclosure Document”), and, without limiting the generality Issuer promptly will provide the Remarketing Agent with a disclosure document reasonably satisfactory to the Remarketing Agent and its counsel in respect of the foregoingSubseries B Bonds. The Issuer will supply the Remarketing Agent with such number of copies of such disclosure document as the Remarketing Agent reasonably requests from time to time, that within such reasonable time period as will permit the Listing Statement Remarketing Agent to comply with the provisions of Rule 15c2-12 of the Securities and Exchange Commission promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Rule”). The Issuer will supplement and amend the Disclosure Document so that, at all times when used in connection with the remarketing of the Subseries B Bonds, the Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading therein, in the light of the circumstances in under which they are made (provided that the Purchaser will were made, not be responsible for the accuracy of any information relating to TargetCo that is furnished in writing by TargetCo for inclusion in the Listing Statement). (c) TargetCo represents and warrants that any information or disclosure relating to TargetCo that is furnished in writing by TargetCo for inclusion in the Listing Statement will comply in all material respects with all Applicable Laws (including Applicable Securities Laws)misleading; provided, and, without limiting the generality of the foregoinghowever, that the Listing Statement will not contain any untrue statement of a material fact no such amendment or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that TargetCo will not be responsible for the accuracy of any information relating to the Purchaser that is furnished in writing by the Purchaser for inclusion in the Listing Statement). (d) TargetCo, CRC, the Purchaser and their respective legal counsel supplement will be given made prior to allowing the Remarketing Agent a reasonable opportunity to review and comment it. The Issuer will not, however, be required to make representations or warranties as to statements or omissions based upon information furnished to the Issuer in writing by or on drafts behalf of the Listing Statement and other documents related thereto and Remarketing Agent relating to the Transaction, and reasonable consideration will be given Remarketing Agent expressly for use therein. The Issuer agrees to notify the Remarketing Agent promptly in writing of the occurrence of any comments made by TargetCo, CRCof the following events: (a) any default under the Bonds, the Purchaser and their respective counselOrdinance or the Liquidity Facility of which it has knowledge or any event which, provided that all information relating solely with notice or lapse of time or both, would constitute such an event of default; (b) any event with respect to the Purchaser included in Subseries B Bonds which requires the Listing Statement will be in form and content satisfactory delivery of a favorable Opinion of Bond Counsel pursuant to the Purchaser, acting reasonably, and all information relating solely Ordinance; (c) any optional redemption pursuant to TargetCo included in the Listing Statement will be in form and content satisfactory Ordinance; (d) any mandatory redemption (other than pursuant to TargetCo, acting reasonably, and all information relating solely sinking fund provisions) pursuant to CRC included in the Listing Statement will be in form and content satisfactory to CRC, acting reasonably.Ordinance; (e) The Purchaser and TargetCo will promptly notify each other if at any time before the date of filing in respect of the Listing Statementmaterial amendment, either party becomes aware that the Listing Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise require an amendment modification or supplement to the Listing Statement Ordinance; (f) any adverse change, or threatened adverse change, in the federal income tax treatment of interest on the Subseries B Bonds; (g) any fact or occurrence as a result of which the Disclosure Document would be or become false or misleading in any material respect or any representation or warranty made herein would become false; (h) any material adverse change in the financial condition or general affairs of the Issuer; or (i) any reduction, qualification or withdrawal or any written suggestion by any rating agency that it is considering a possible reduction, qualification, or withdrawal in the rating of the Subseries B Bonds; or, (j) any failure of the Liquidity Provider to honor the Letter of Credit or other default by the Liquidity Provider. The Issuer hereby acknowledges the requirements imposed on the Remarketing Agent by the Rule. The Issuer covenants and agrees that it will comply with the continuing disclosure requirements pursuant to Section (b)(5)(i) of the Rule to the extent applicable to the Remarketing Agent and the parties will Bonds, and take such other actions as is reasonably necessary to enable the Remarketing Agent to comply with the Rule, if applicable. Upon the request of the Remarketing Agent, which may be made from time to time, the Issuer shall cooperate in with the preparation of any amendment or supplement Remarketing Agent to such documentscause the Subseries B Bonds to qualify for offer, remarketing and sale under the blue sky laws as the case Remarketing Agent may bedesignate, and the Issuer shall pay, or reimburse if paid by the Remarketing Agent, all reasonable fees and disbursement of counsel for the Remarketing Agent and all other expenses and filing fees in connection therewith; provided however, that the Issuer shall not be required to file any general consent to service of process or to qualify as required a foreign corporation or appropriateas a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in any jurisdiction in which it is not otherwise subject to taxation. The Issuer shall deliver to the Remarketing Agent such additional information concerning the business and financial condition of the Issuer as the Remarketing Agent may reasonably request.

Disclosure Document. (a) Promptly after the execution of this Agreement, the Purchaser and TargetCo Pharmather will jointly prepare a Listing Statement Non-Offering Prospectus together with any other documents that may be required by Applicable applicable Securities Laws and other Applicable Laws and the rules and policies of the CSE in connection with the intended listing of the Purchaser Common Shares on the CSE. (b) The Purchaser represents and warrants that the Listing Statement Non-Offering Prospectus will comply in all material respects with all Applicable Laws (including Applicable Securities Laws), and, without limiting the generality of the foregoing, that the Listing Statement Non-Offering Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Purchaser will not be responsible for the accuracy of any information relating to TargetCo Pharmather that is furnished in writing by TargetCo Pharmather for inclusion in the Listing StatementNon-Offering Prospectus). (c) TargetCo Pharmather represents and warrants that any information or disclosure relating to TargetCo Pharmather that is furnished in writing by TargetCo Pharmather for inclusion in the Listing Statement Non-Offering Prospectus will comply in all material respects with all Applicable Laws (including Applicable Securities Laws), and, without limiting the generality of the foregoing, that the Listing Statement Non-Offering Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that TargetCo Pharmather will not be responsible for the accuracy of any information relating to the Purchaser that is furnished in writing by the Purchaser for inclusion in the Listing StatementPurchaser). (d) TargetCo, CRCPharmather, the Purchaser and their respective legal counsel will be given a reasonable opportunity to review and comment on drafts of the Listing Statement Non-Offering Prospectus and other documents related thereto and to the Transaction, and reasonable consideration will be given to any comments made by TargetCo, CRCPharmather, the Purchaser and their respective counsel, provided that all information relating solely to the Purchaser included in the Listing Statement Non- Offering Prospectus will be in form and content satisfactory to the Purchaser, acting reasonably, and all information relating solely to TargetCo Pharmather included in the Listing Statement Non- Offering Prospectus will be in form and content satisfactory to TargetCo, acting reasonably, and all information relating solely to CRC included in the Listing Statement will be in form and content satisfactory to CRCPharmather, acting reasonably. (e) The Purchaser and TargetCo Pharmather will promptly notify each other if at any time before the date of filing in respect of the Listing StatementNon-Offering Prospectus, either party becomes aware that the Listing Statement Non-Offering Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise require an amendment or supplement to the Listing Statement Non-Offering Prospectus and the parties will cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or appropriate.

Disclosure Document. (a) Promptly after the execution of this Agreement, the Purchaser and TargetCo Boba will jointly prepare a Listing Statement Non-Offering Prospectus together with any other documents that may be required by Applicable applicable Securities Laws and other Applicable Laws and the rules and policies of the CSE in connection with the intended listing of the Purchaser Common Shares on the CSE. (b) The Purchaser represents and warrants that the Listing Statement Non-Offering Prospectus will comply in all material respects with all Applicable Laws (including Applicable Securities Laws), and, without limiting the generality of the foregoing, that the Listing Statement Non-Offering Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Purchaser will not be responsible for the accuracy of any information relating to TargetCo Boba that is furnished in writing by TargetCo ▇▇▇▇ for inclusion in the Listing StatementNon-Offering Prospectus). (c) TargetCo Boba represents and warrants that any information or disclosure relating to TargetCo Boba that is furnished in writing by TargetCo ▇▇▇▇ for inclusion in the Listing Statement Non-Offering Prospectus will comply in all material respects with all Applicable Laws (including Applicable Securities Laws), and, without limiting the generality of the foregoing, that the Listing Statement Non-Offering Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that TargetCo ▇▇▇▇ will not be responsible for the accuracy of any information relating to the Purchaser that is furnished in writing by the Purchaser for inclusion in the Listing StatementPurchaser). (d) TargetCo, CRC▇▇▇▇, the Purchaser and their respective legal counsel will be given a reasonable opportunity to review and comment on drafts of the Listing Statement Non-Offering Prospectus and other documents related thereto and to the Transaction, and reasonable consideration will be given to any comments made by TargetCo, CRC▇▇▇▇, the Purchaser and their respective counsel, provided that all information relating solely to the Purchaser included in the Listing Statement Non-Offering Prospectus will be in form and content satisfactory to the Purchaser, acting reasonably, and all information relating solely to TargetCo ▇▇▇▇ included in the Listing Statement Non-Offering Prospectus will be in form and content satisfactory to TargetCo, acting reasonably, and all information relating solely to CRC included in the Listing Statement will be in form and content satisfactory to CRCBoba, acting reasonably. (e) The Purchaser and TargetCo Boba will promptly notify each other if at any time before the date of filing in respect of the Listing StatementNon-Offering Prospectus, either party becomes aware that the Listing Statement Non-Offering Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise require an amendment or supplement to the Listing Statement Non- Offering Prospectus and the parties will cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or appropriate.

Disclosure Document. (a) Promptly after If required under any applicable law or as a result of any material change in the execution of this Agreement, information in a disclosure document theretofore used by the Purchaser and TargetCo will jointly prepare a Listing Statement together with any other documents that may be required by Applicable Securities Laws and other Applicable Laws and the rules and policies of the CSE Remarketing Agent in connection with the intended listing remarketing of the Purchaser Shares on Bonds (which may include the CSE. Official Statement distributed in connection with the sale of the Bonds by the Underwriter (b) The Purchaser represents and warrants that the Listing Statement will comply in all material respects with all Applicable Laws (including Applicable Securities Laws"Official Statement")), and, without limiting the generality Company promptly will provide the Remarketing Agent with a disclosure document reasonably satisfactory to the Remarketing Agent and its counsel in respect of the foregoingBonds. The Company will supply the Remarketing Agent with such number of copies of the disclosure document as the Remarketing Agent reasonably requests from time to time. The Company will supplement and amend the disclosure document so that, that at all times when used in connection with the Listing Statement remarketing of the Bonds, the disclosure document will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in the disclosure document, in the light of the circumstances in under which they are made (provided that were made, not misleading. The Company shall not, however, be required to make representations or warranties as to statements or omissions based upon information furnished to the Purchaser will not be responsible for the accuracy of any information relating to TargetCo that is furnished Company in writing by TargetCo or on behalf of the Remarketing Agent expressly for inclusion use therein. The Company agrees to notify the Remarketing Agent promptly in writing of the Listing Statement).occurrence of any of the following events: (a) any Default or Event of Default under the Indenture of which it has knowledge; (b) any notice to the Company from the Trustee that it intends to resign; (c) TargetCo represents and warrants that any information or disclosure relating to TargetCo that is furnished in writing by TargetCo for inclusion in the Listing Statement will comply in all material respects event with all Applicable Laws (including Applicable Securities Laws), and, without limiting the generality of the foregoing, that the Listing Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that TargetCo will not be responsible for the accuracy of any information relating respect to the Purchaser that is furnished in writing by Bonds which requires the Purchaser for inclusion in delivery of an opinion of Bond Counsel pursuant to the Listing Statement).Indenture; (d) TargetCo, CRC, the Purchaser and their respective legal counsel will be given a reasonable opportunity to review and comment on drafts of the Listing Statement and other documents related thereto and any optional redemption or extraordinary optional redemption pursuant to the Transaction, and reasonable consideration will be given to any comments made by TargetCo, CRC, the Purchaser and their respective counsel, provided that all information relating solely to the Purchaser included in the Listing Statement will be in form and content satisfactory to the Purchaser, acting reasonably, and all information relating solely to TargetCo included in the Listing Statement will be in form and content satisfactory to TargetCo, acting reasonably, and all information relating solely to CRC included in the Listing Statement will be in form and content satisfactory to CRC, acting reasonably.Indenture; or (e) any mandatory redemption pursuant to the Indenture. The Purchaser Company hereby acknowledges the requirements imposed on the Remarketing Agent by Securities and TargetCo will promptly notify each other if at any time before Exchange Commission Rule 15c2-12, as amended (the date of filing in respect "Rule"). The Bonds are currently exempt under Section (d)(1) of the Listing StatementRule. The Company covenants and agrees that, either party becomes aware that should the Listing Statement contains an untrue statement Bonds no longer be exempt under the Rule, the Company will comply with the continuing disclosure requirements pursuant to Section (b)(5)(i) of a material fact or omits to state a material fact required to the Rule and take such other actions as shall be stated therein or reasonably necessary to make enable the statements contained therein not misleading in light of Remarketing Agent to comply with the circumstances in which they are made, or that otherwise require an amendment or supplement to the Listing Statement and the parties will cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or appropriateRule.

Disclosure Document. (ai) Promptly after the execution of this Agreement, the Purchaser and TargetCo will FSB shall jointly prepare a Listing Statement together with and complete any other documents that may be required by Applicable the OTC, applicable Securities Laws and other Applicable Laws applicable laws and the rules and policies of the CSE OTC in connection with the intended listing Transaction, and Purchaser shall, as promptly as reasonably practicable after obtaining the approval of the Purchaser Shares OTC as to the final filing statements on the CSE▇▇▇▇▇. (bii) The Purchaser represents and warrants that the Listing Statement filings will comply in all material respects with all Applicable Laws applicable laws (including Applicable Securities Lawsapplicable securities law), and, without limiting the generality of the foregoing, that the Listing Statement will any filings shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that the Purchaser will shall not be responsible for the accuracy of any information relating to TargetCo FSB that is furnished in writing by TargetCo FSB for inclusion in the Listing Statementany future public filings). (ciii) TargetCo FSB represents and warrants that any information or disclosure relating to TargetCo FSB that is furnished in writing by TargetCo FSB for inclusion in the any proposed future Listing Statement will comply in all material respects with all Applicable Laws applicable laws (including Applicable applicable Securities Laws), and, without limiting the generality of the foregoing, that the Listing Statement will shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (provided that TargetCo will FSB shall not be responsible for the accuracy of any information relating to the Purchaser that is furnished in writing by the Purchaser for inclusion in the Listing Statement). (div) TargetCo, CRCFSB, the Purchaser and their respective legal counsel will shall be given a reasonable opportunity to review and comment on drafts of the any future Listing Statement and other documents related thereto and to the Transactionthereto, and reasonable consideration will shall be given to any comments made by TargetCo, CRCFSB, the Purchaser and their respective counsel, provided that all information relating solely to the Purchaser included in the Listing Statement will shall be in form and content satisfactory to the Purchaser, acting reasonably, and all information relating solely to TargetCo FSB included in the Listing Statement will shall be in form and content satisfactory to TargetCo, acting reasonably, and all information relating solely to CRC included in the Listing Statement will be in form and content satisfactory to CRCFSB, acting reasonably. (ev) The Purchaser and TargetCo will FSB shall promptly notify each other if at any time before the date of filing in respect of the Listing Statement, either party becomes aware that the Listing Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise require requires an amendment or supplement to the Listing Statement and the parties will shall cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or appropriate.

Disclosure Document. (ai) Promptly after The Company represents and warrants ------------------- that the execution of this Agreement, the Purchaser and TargetCo will jointly prepare a Listing Statement together with any other documents that may be required by Applicable Securities Laws and other Applicable Laws and the rules and policies proxy of the CSE Company to be filed with the Securities and Exchange Commission (the "SEC") in connection with the intended listing transactions contemplated hereby (the "COMPANY PROXY STATEMENT") and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the Purchaser Shares Securities Exchange Act of 1934, as amended. The Company represents and warrants that (other than with respect to written information supplied by Viacom and ePresence for inclusion in the Company Proxy Statement, as to which the Company makes no representation or warranty), at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on the CSEtransactions contemplated hereby, the Company Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) The Purchaser Each of Viacom and ePresence represents and warrants that the Listing Statement will comply in all material respects information with all Applicable Laws (including Applicable Securities Laws)respect to Viacom and ePresence, and, without limiting the generality of the foregoingrespectively, that Viacom and ePresence, respectively, furnishes to the Listing Company in writing specifically for use in the Company Proxy Statement will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading made therein, in the light of the circumstances in under which they are made (provided that the Purchaser will not be responsible for the accuracy of any information relating to TargetCo that is furnished in writing by TargetCo for inclusion in the Listing Statement). (c) TargetCo represents and warrants that any information or disclosure relating to TargetCo that is furnished in writing by TargetCo for inclusion in the Listing Statement will comply in all material respects with all Applicable Laws (including Applicable Securities Laws)there were made, and, without limiting the generality of the foregoing, that the Listing Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of at the circumstances in which they are made (provided that TargetCo will not be responsible for time the accuracy of any information relating to the Purchaser that is furnished in writing by the Purchaser for inclusion in the Listing Statement). (d) TargetCo, CRC, the Purchaser and their respective legal counsel will be given a reasonable opportunity to review and comment on drafts of the Listing Company Proxy Statement and other documents related thereto and to the Transaction, and reasonable consideration will be given to any comments made by TargetCo, CRC, the Purchaser and their respective counsel, provided that all information relating solely to the Purchaser included in the Listing Statement will be in form and content satisfactory to the Purchaser, acting reasonably, and all information relating solely to TargetCo included in the Listing Statement will be in form and content satisfactory to TargetCo, acting reasonably, and all information relating solely to CRC included in the Listing Statement will be in form and content satisfactory to CRC, acting reasonably. (e) The Purchaser and TargetCo will promptly notify each other if at any time before the date of filing in respect of the Listing Statement, either party becomes aware that the Listing Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise require an amendment or supplement to the Listing Statement and the parties will cooperate in the preparation of any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such documents, as stockholders vote on the case may be, as required or appropriatetransactions contemplated hereby.