Common use of Disclosure Documents Clause in Contracts

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of Parent, Merger Sub or any other Parent Subsidiary for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not time such document is amended or supplemented or at the time such document is declared effective by the SEC, 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 thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 Company Proxy StatementCompany, 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andStockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. (b) Notwithstanding anything to the contrary in this Section 5.8 or this Agreement, neither Parent nor Merger Sub makes any representation and or warranty will not apply with respect to statements made or incorporated, or omissions included included, in the Offer Documents Form S-4 or the Proxy Statement to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The information with respect to Parent and any Neither the proxy statement of its subsidiaries that Parent furnishes to the Company (the “Company Proxy Statement”) to be filed with the SEC in writing specifically for use in connection with the Merger, nor any amendment or supplement thereto, will, at the date the Company Disclosure Document will not Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company or at the time such stockholders vote on the adoption and approval of this Agreement and the transactions contemplated hereby, 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 were made, not misleading (i) in the case of the misleading. The Company Proxy Statement, as supplemented including all amendments or amendedsupplements thereto, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documentswill, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andExchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company in this Section 3.9 with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Subsidiary for inclusion or incorporation by reference in the Company Proxy Statement. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Form S-4 (as defined in Section 4.8(a)) or any amendment or supplement thereto will, at the time of the filing thereof, Form S-4 or any such amendment or supplement becomes effective under the Securities Act or at the time of any distribution or dissemination thereof and at Effective Time, as the time of consummation of the Offercase may be, will not contain any untrue statement of a material fact or omit to state any a material fact necessary in order 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ai) The information with respect to Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain 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 (iA) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, Statement at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such the stockholders vote on adoption of this Agreement, and (iiB) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereof and at the time of any distribution or dissemination thereof. (bii) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, and will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof 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 PROVIDED, that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied in writing by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, 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 thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the stockholders of the Company and at the time such stockholders vote on adoption of this AgreementCompany, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, or 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andStockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 in which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. (b) Notwithstanding anything to the contrary in this Section 4.8 or this Agreement, the Company makes no representation and or warranty will not apply with respect to statements made or incorporated, or omissions included included, in the Offer Documents Form S-4 or the Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time such stockholders shareholders vote on adoption approval of this Agreementthe Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 the representations and warranties contained in this representation and warranty Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Subsidiary in writing Sub by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use thereinCompany.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Each Company Disclosure Document will not contain any untrue statement of a when filed, distributed or disseminated, as applicable, shall comply as to form in all material fact or omit to state any material fact necessary in order to make respects with the statements made therein, in the light applicable requirements of the circumstances under which they were made, not misleading Exchange Act and the rules and regulations thereunder and all other applicable Laws. (i) in the case of the Company The Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of this Agreement, the Special Meeting and (ii) in the case of any Company Disclosure Document (other than the Company 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, will not contain any untrue statement of a material fact or omit to state any material fact that is necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bc) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to the Parent in writing specifically for use in the Schedule TO and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofof the Schedule TO, at the time of any distribution or dissemination thereof of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact that is required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that . (d) The representations and warranties contained in this representation and warranty Section 4.21 will not apply to statements or omissions included in the Offer Company Disclosure Documents based upon information furnished to Parent or Merger Subsidiary the Company in writing by the Company Parent or the Purchaser specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent Buyer and any of its subsidiaries and Merger Subsidiary that Parent furnishes Buyer and Merger Subsidiary furnish to the Company in writing specifically for use in any Company Disclosure Offer Document 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 (i) in the case of the Company Proxy Statement, Statement (as supplemented or amended, if applicable, defined in Section 6.02 herein) at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and Company, at the time such the stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company Disclosure Offer Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereof and at the time of any distribution or dissemination thereof. (b) . The Offer DocumentsSchedule 13E-3, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, Exchange Act. The Schedule 13E-3 will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof 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 ; PROVIDED that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent Buyer or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9 (including the Information Statement), the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with respect to Parent the SEC in connection with the Merger, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the Company in writing specifically for use in any Company Disclosure Document 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 applicable requirements of the circumstances under which they were made, not misleading Exchange Act. (i) in the case of the The Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document (other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofthereto, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, 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, provided that . The representations and warranties contained in this representation and warranty Section 5.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents based upon information furnished to Parent or Merger Subsidiary the Company in writing by the Company Parent specifically for use therein. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent specifically for use in the Schedule TO and 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 and at the time of the consummation of the Offer, 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.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company Company’s stockholders in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make connection with the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of transactions contemplated by this Agreement, and including the Schedule 14D-9 to be filed with the SEC in connection with the Merger (ii) in collectively, together with any amendments or supplements thereto, the case of any “Company Disclosure Document other than Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act. (b) Any Company Proxy StatementDisclosure 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, 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 therein, in light of the circumstances under which they were made, not misleading. (bc) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofof the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination thereof of the Offer Documents and at the time of the consummation of the Offer, 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 were made, not misleading, provided that . The representations and warranties contained in this representation and warranty Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, Schedule TO, Offer Documents and Schedule 13E-3 based upon information furnished to supplied by Parent or Merger Subsidiary in writing by the Company Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The information with respect to Parent and any supplied by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically expressly for use inclusion or incorporation by reference in any Company Disclosure Document Document, Offer Document, Schedule TO or Schedule 14D-9, including any amendments thereof and supplements thereto, and statements made in such documents based on such information supplied by or on behalf of the Company, 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 were made, not misleading (i) in the case of the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with the SEC in connection with the Merger, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time such stockholders shareholders vote on approval and adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, Offer Document, Schedule TO or Schedule 14D-9, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereto, Offer Document, Schedule TO or Schedule 14D-9 and at the time of any distribution or dissemination thereofthereof and at the Acceptance Date. (b) The Schedule 14D-9, when amended and filed, and the Offer Documents, when filed, distributed or disseminateddisseminated in accordance with this Agreement, as applicable, did comply and will comply as to form in all material respects with the applicable requirements of the 1934 Act and the MBCA and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof and at the time of consummation of the Offer, did not and 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 were made, not misleading, ; provided that this representation and warranty will not apply to statements or omissions included in the Offer Schedule 14D-9 and the Company Disclosure Documents based upon information furnished to Parent or Merger Subsidiary the Company in writing by the Company specifically Parent or Sub expressly for use inclusion or incorporation by reference therein.

Disclosure Documents. None of the information supplied by Parent, its officers, directors, representatives, agents or employees (athe "PARENT INFORMATION") The information for inclusion in the Proxy Statement will, at the time the Proxy Statement is filed with the SEC or first mailed to the Company's stockholders, at the time of the Company's stockholders' meeting or at the Effective Time, contain any untrue statement of a material fact, or will omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they were made not misleading or necessary to correct any statement in any earlier communication with respect to Parent and the solicitation of proxies for such stockholders' meeting which has become false or misleading. Neither the Schedule 14D-1 or the Offer Documents or any amendments thereof or supplements thereto nor any of its subsidiaries that the Parent furnishes Information provided specifically for inclusion in the Schedule 14D-9 will, at the respective times the Schedule 14D-1, the Offer Documents or the Schedule 14D-9 are filed with the SEC or first published, sent or given to the Company in writing specifically for use in any Company Disclosure Document will not Company's stockholders, 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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, provided neither Parent nor Purchaser makes any representation or warranty with respect to any information that this representation has been supplied by the Company or its accountants, counsel or other authorized representatives for use in any of the foregoing documents. The Schedule 14D-1 and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished will comply as to Parent or Merger Subsidiary form in writing by all material respects with the Company specifically for use thereinprovisions of the Securities Exchange Act.

Disclosure Documents. (a) The information with respect to supplied by or on behalf of either Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically or Sub expressly for use inclusion or incorporation by reference in any Company Disclosure Document Document, Offer Document, Schedule TO or Schedule 14D‑9, including any amendments thereof and supplements thereto, and statements made in such documents based on such information supplied by or on behalf of either Parent or Sub, 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 were made, not misleading (i) in the case of the Company Proxy Statement, if any, to be filed with the SEC in connection with the Merger, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time such stockholders shareholders vote on approval and adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, Offer Document, Schedule TO or Schedule 14D‑9, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereto, Offer Document, Schedule TO or Schedule 14D‑9 and at the time of any distribution or dissemination thereofthereof and at the Acceptance Date. (b) The Schedule TO, when amended and filed, and the Offer Documents, when filed, distributed or disseminateddisseminated in accordance with this Agreement, as applicable, did comply and will comply as to form in all material respects with the applicable requirements of the 1934 Act and the MBCA and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof and at the time of consummation of the Offer, did not and 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 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 furnished to Parent or Merger Subsidiary Sub in writing by the Company specifically expressly for use inclusion or incorporation by reference therein.

Disclosure Documents. (a) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.06(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and any of its subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein. (b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer 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 (imisleading. The representations and warranties contained in this Section 5.06(b) do not apply to statements or omissions included in the case of Offer Documents based upon information furnished to Parent by the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofspecifically for use therein. (bc) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements None of the 1934 Act andinformation with respect to Parent or Merger Subsidiary or any of their respective Subsidiaries or Affiliates that Parent furnishes to the Company specifically for use in the Company Disclosure Documents, at the time of the filing thereof, at the time of any distribution or dissemination thereof thereof, at the time of the consummation of the Offer and at the time such stockholders vote on adoption of consummation of the Offer, this Agreement 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.6(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and any of its subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein. (b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer 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 (imisleading. The representations and warranties contained in this Section 5.6(b) do not apply to statements or omissions included in the case of Offer Documents based upon information furnished to Parent by the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofspecifically for use therein. (bc) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements None of the 1934 Act andinformation with respect to Parent or Merger Subsidiary or any of their respective Subsidiaries or Affiliates that Parent furnishes to the Company specifically for use in the Company Disclosure Documents, at the time of the filing thereof, at the time of any distribution or dissemination thereof thereof, at the time of the consummation of the Offer and at the time such stockholders vote on adoption of consummation of the Offer, this Agreement 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent Royalty Pharma and any of its subsidiaries Affiliates that Parent Royalty Pharma furnishes to the Company in writing specifically for use inclusion or incorporation by reference in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when amended and filed in accordance with this Agreement, and the Offer Documents, when filed, distributed or disseminated, as applicabledisseminated in accordance with this Agreement, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 in order 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 furnished to Parent Royalty Pharma or Merger Subsidiary in writing by the Company specifically for use inclusion or incorporation by reference therein.

Disclosure Documents. (ai) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with respect to Parent the SEC in connection with the Merger, and any amendments or supplements thereto, will, when filed, comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the Exchange Act and the rules and regulations thereunder. (ii) At the time the Company in writing specifically for use in Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and approval of the Merger and at the Effective Time, the Company Disclosure Document 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 (i) in misleading. At the case time of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case filing of any Company Disclosure Document other than the Company Proxy Statement, at the time of any distribution thereof and throughout the filing remaining pendency of the Offer, each such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that . The representations and warranties contained in paragraphs (i) and (ii) of this representation and warranty Section 4.1(j) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Company Proxy Statement, if any, based upon information furnished to Parent or Merger Subsidiary the Company in writing by the Company Parent or Sub specifically for use therein. (iii) The information with respect to the Company or any Company Subsidiary that the Company furnishes to Parent or Sub in writing specifically for use in the Offer Documents will not, at the time of the filing thereof, at the time of any distribution thereof and throughout the remaining pendency of the Offer, 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 were made, not misleading.

Disclosure Documents. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (ai) The information the registration statement on Form S-4 to be filed with respect the SEC by Parent in connection with the Parent Share Issuance (including any amendments or supplements thereto, the “Registration Statement”) or (ii) the proxy statement to Parent and any of its subsidiaries that Parent furnishes be sent to the Company’s stockholders in connection with the First Merger soliciting the Company Stockholder Approval sought by vote at the Company Meeting (including any amendments or supplements thereto, and which will be included in writing specifically for use in the Registration Statement, the “Proxy Statement/Prospectus”) will, at the time the Registration Statement becomes effective under the Securities Act, at the time the Proxy Statement/Prospectus is first mailed to the Company’s stockholders, at the time of any amendment or supplement thereto, or at the time of the Company Disclosure Document will not 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 made therein, in the light of the circumstances under which they were are made, not misleading (i) in the case of the Company misleading. The Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and /Prospectus (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at portions related to the time registration of the filing of such Company Disclosure Document or any supplement or amendment thereto and at Parent Shares to be issued in the time of any distribution or dissemination thereof. (bMerger) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andSecurities Act, at the time Exchange Act. Notwithstanding the foregoing provisions of the filing thereofthis Section 4.12, at the time of any distribution no representation or dissemination thereof 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 warranty is 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use thereinwith respect to information or statements made or incorporated by reference that were not supplied by or on behalf of the Company.

Disclosure Documents. (a) The information with respect to Parent Schedule TO and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act andand the rules and regulations thereunder and all other applicable Laws. (b) The Schedule TO and the Offer Documents, at the time of the filing thereoffiling, at the time of any distribution or dissemination thereof 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. (c) The information with respect to the Parent and any of its Subsidiaries that the Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document shall not (i) in the case of the Proxy Statement, provided that as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to Company Stockholders, as of the Special Meeting or at the Effective Time 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, at the time of any distribution or dissemination thereof and at the consummation of the Offer, 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 were made, not misleading. (d) The representations and warranties contained in this representation and warranty Section 5.4 will not apply to statements or omissions included in the Schedule TO or the Offer Documents based upon information furnished to the Parent or Merger Subsidiary the Purchaser in writing by the Company specifically for use therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated by the Company to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with respect to Parent the SEC in connection with the Merger, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the Company in writing specifically for use in any Company Disclosure Document 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 applicable requirements of the circumstances under which they were made, not misleading 1934 Act. (i) in the case of the The Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document (other than the Company 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, 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. The representations and warranties contained in this Section will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for use therein. (bc) 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, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and thereto, at the time of any distribution or dissemination thereofthereof and at the time of the consummation of the Offer. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent be distributed or otherwise disseminated to the Company’s stockholders in connection with the Transactions (the “Company Disclosure Documents”), including the Schedule 14D-9 and the Company Schedule 13E-3, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any 1934 Act. (b) Any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementDocument, 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, 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 therein, in light of the circumstances under which they were made, not misleading. (bc) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO, the Offer Documents, when filed, distributed Documents and the Parent Schedule 13E-3 (or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andany amendment or supplement thereto), at the time of the filing thereoffiling, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, 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 were made, not misleading, provided that . The representations and warranties contained in this representation and warranty Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO, the Offer Documents and the Parent Schedule 13E-3 based upon information furnished to supplied by Parent or Merger Subsidiary in writing by the Company Purchaser or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The None of the Offer Documents or the information with respect to supplied by Parent and any of its subsidiaries that Parent furnishes to the Company or Purchaser in writing specifically for use inclusion in any Company Disclosure Document will not the Schedule 14D-9 will, at the respective times the Offer Documents or the Schedule 14D-9 are filed with the SEC or are first published, sent or given to stockholders of the Company, as the case may be, 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 misleading. (ib) None of the information supplied by Parent or Purchaser in the case of writing specifically for inclusion or incorporation by reference in the Company Proxy Statement, as supplemented or amendedif required, if applicablewill, when filed with the SEC, at the time such Company Proxy Statement or any amendment or supplement thereto is first date mailed to the Company's 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 Company Proxy Statement, at the time of the filing meeting, if any, of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as Company's stockholders to form be held in all material respects connection with the applicable requirements of the 1934 Act andMerger, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent or any of its subsidiaries, provided or their respective officers or directors, is discovered by Parent that this should be set forth in an amendment or a supplement to the Company Proxy Statement, Parent shall promptly inform the Company. Notwithstanding the foregoing, Parent and Purchaser make no representation and or warranty will not apply with respect to statements any information supplied by the Company or omissions included any of its representatives in writing specifically for inclusion in any of the aforementioned documents or in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use thereinDocuments.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with respect to Parent the SEC in connection with the Merger, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the Company in writing specifically for use in any Company Disclosure Document 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 applicable requirements of the circumstances under which they were made, not misleading 1934 Act. (i) in the case of the The Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document (other than the Company 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, 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. The representations and warranties contained in this Section 7.06(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company by Parent. (bc) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent for use in the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ai) The information with respect to Parent Parent, Merger Sub and any of its subsidiaries other affiliates that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableany, at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and Company, at the time such the stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and thereof, at the time of any distribution thereof and, except as subsequently amended or dissemination thereofsupplemented, throughout the remaining pendency of the Offer. (bii) The Offer Documents, when filed, distributed or disseminated, as applicable, Documents will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act andand will not, at the time of the filing thereof, at the time of any distribution thereof and, except as subsequently amended or dissemination thereof and at supplemented, throughout the time of consummation remaining pendency of the Offer, will not Offer 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 were made, not misleading, ; provided that this no representation and warranty will not apply is made by Parent or Merger Sub with respect to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary Sub in writing by the Company specifically for use therein.

Disclosure Documents. (ai) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9 but excluding for purposes of this representation, for the avoidance of doubt, the Proxy Statement (if applicable)), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply in all material respects with the applicable requirements of the Exchange Act. (ii) The information with respect to Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, will not 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 therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.01 will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub specifically for use therein. (iii) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent or Merger Sub 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 and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state a 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 were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofmisleading. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes supplies to the Company in writing specifically for use in any Company Disclosure Document 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 were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, at the time of such filing or the filing thereofof any amendment or supplement thereto, at the time of any such distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that . The representations and warranties in this representation and warranty Section 5.5 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and the Offer Documents based upon information furnished supplied to Parent or Merger Subsidiary in writing Sub by the Company or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent be distributed to the securityholders of the Company or its Subsidiaries in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the proxy statement of the Company (the "Company Proxy Statement") to be filed with the SEC in connection with the Merger, and the offer to purchase the PS&T Notes pursuant to the Debt Offer and any related documents (the "Debt Offer Documents") and any amendments or supplements thereto, when filed and /or mailed, as applicable, will comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the Exchange Act. (b) At the time the Company in writing specifically for use in Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Company Disclosure Document 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 (i) in misleading. At the case time of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case filing of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Statement and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that . The representations and warranties contained in this representation and warranty Section 3.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents based upon information furnished to Parent or Merger Subsidiary the Company in writing by the Company Buyer specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for use in connection with the proposed offering of bonds of Buyer described in the Commitment Letters (the "New Bond Offering") will not, at the time of the filing, if any, thereof, at the time of any distribution thereof and at the time of the consummation of the Debt Offer, 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 were made, not misleading.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied in writing by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, 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 thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 Company Proxy StatementCompany, 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andStockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 in which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. (b) Notwithstanding anything to the contrary in this Section 4.8 or this Agreement, the Company makes no representation and or warranty will not apply with respect to statements made or incorporated, or omissions included included, in the Offer Documents Form S-4 or the Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The information registration statement on Form S-4 to be filed with respect to the SEC by Parent and in connection with the issuance of shares of Parent Stock in connection with the Merger (the “Registration Statement”), or any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact amendments 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicablesupplements thereto, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of it becomes effective under 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 Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the OfferSecurities Act, 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 thereintherein not misleading. The Registration Statement (except for such portions thereof that relate to the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable provisions of the Securities Act. Notwithstanding the foregoing, neither Parent, Merger Subsidiary One nor Merger Subsidiary Two makes any representation or warranty with respect to any information (i) supplied or required to be supplied by the Company and contained in or omitted from any of the foregoing documents or (ii) contained in or omitted from the Proxy Statement/Prospectus, except to the extent set forth in Section 5.9(b). (b) None of the information supplied or to be supplied by Parent, Merger Subsidiary One or Merger Subsidiary Two for inclusion or incorporation by reference in the Proxy Statement/Prospectus or any amendment or supplement thereto will, at the date the Proxy Statement/Prospectus or any such amendment or supplement thereto is first mailed to the Company Stockholders or at the time of the Company Stockholder 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 were made, are made not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time such stockholders shareholders vote on adoption of this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto with the SEC and at the time of any distribution or dissemination thereofthereof to the Company's shareholders. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.05(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and any of its subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein. (b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer 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 (imisleading. The representations and warranties contained in this Section 5.05(b) do not apply to statements or omissions included in the case of Offer Documents based upon information furnished to Parent by the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofspecifically for use therein. (bc) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements None of the 1934 Act andinformation with respect to Parent or Merger Subsidiary or any of their respective Subsidiaries or Affiliates that Parent furnishes to the Company for use in the Company Disclosure Documents, at the time of the filing thereof, at the time of any distribution or dissemination thereof thereof, at the time of the consummation of the Offer and at the time such stockholders vote on adoption of consummation of the Offer, this Agreement 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofthereof and at the consummation of the Offer. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ai) The Each document required to be filed by Company with the SEC in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents") including, without limitation, the Schedule 14D-9, the proxy or information statement of Company (the "Company Proxy Statement"), if any, to be filed with respect to Parent the SEC in connection with the Merger, and any amendments or supplements thereto, will, when filed, comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the Exchange Act. (ii) At the time the Company in writing specifically for use in Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of Company, at the time such stockholders vote on adoption of this Agreement and approval of the Merger and at the Effective Time, the Company Disclosure Document 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 (i) in misleading. At the case time of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case filing of any Company Disclosure Document other than the Company Proxy Statement, at the time of any distribution thereof and, except as subsequently amended or supplemented, throughout the filing remaining pendency of such the Offer, each Company Disclosure Document will not contain any untrue statement of a material fact or any supplement omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in paragraphs (i) and (ii) of this Section 4.1(i) will not apply to statements or amendment thereto and at omissions included in the time of any distribution Company Disclosure Documents (including the Company Proxy Statement, if any), based upon information furnished to Company in writing by Parent or dissemination thereofMerger Sub specifically for use therein. (biii) The information with respect to Company that Company furnishes to Parent or Merger Sub in writing specifically for use in the Offer Documents, when filed, distributed or disseminated, as applicable, Documents will comply as to form in all material respects with the applicable requirements of the 1934 Act andnot, at the time of the filing thereof, at the time of any distribution thereof and, except as subsequently amended or dissemination thereof and at supplemented, throughout the time of consummation remaining pendency of the Offer, 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 were made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and or any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company and at the time such stockholders vote on adoption approval of this Agreementthe Merger, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act Act, and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 the representations and warranties contained in this representation and warranty Section 6.5 will not apply to statements or omissions included in the Schedule TO and/or the Offer Documents based upon information furnished in writing to Parent or Merger Subsidiary in writing by the Company or its Subsidiaries specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time such stockholders shareholders vote on adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof and at the time of consummation expiration of the OfferOffer (as it may be extended hereunder), 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 furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (aA) The portions of the Registration Statement based on information with respect to Parent and any of its subsidiaries that Parent furnishes provided by Davel and, to the Company in writing specifically for use in any Company Disclosure Document best knowledge of Davel, all other portions of the Registration Statement, will not not, at the time such Registration Statement is filed with the Securities and Exchange Commission 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreementmisleading, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, it will comply as to form in all material respects with the applicable requirements of the 1934 Act Securities Act. (B) The portions of the Combined Proxy Statement based on information provided by Davel and, to the best knowledge of Davel, all other portions of the Combined Proxy Statement, will not, at the time date it is first mailed to the stockholders of the filing thereofPhoneTel and Davel, at the time of any distribution or dissemination thereof respectively, and at the time of consummation each meeting of such stockholders relating to the OfferMergers, 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 were made, not misleading, provided that this representation and warranty it will not apply comply as to statements or omissions included form in all material respects with the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by requirements of the Company specifically for use thereinExchange Act.

Disclosure Documents. (ai) The information with respect to Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (iA) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, Statement at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and Company, at the time such stockholders the shareholders vote on adoption of this AgreementAgreement and at the Effective Time, and (iiB) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereof and at the time of any distribution or dissemination thereof. (bii) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, and will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof 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 provided, however, that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. None of the documents required to be filed by Parent or Infiniti with the SEC after the date hereof in connection with the Transactions will, on the date of such filing, 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. In furtherance and not in limitation of the foregoing, and subject to the last sentence of this Section 6.03, Parent, Infiniti, Holdco and Merger Sub hereby covenant and agree that none of the information supplied by or on behalf of Parent, Infiniti, Holdco or Merger Sub specifically for inclusion or incorporation by reference in (a) The information the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act (or, with respect to Parent and any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of its subsidiaries that Parent furnishes a material fact or omit to state any material fact required to be stated therein or necessary to make the Company in writing specifically for use in any Company Disclosure Document will statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to Infiniti’s stockholders or at the time of the Infiniti Stockholders’ Meeting, 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 are made, not misleading. Notwithstanding the foregoing provisions of this Section 6.03, provided that this no representation and or warranty will not apply is made by Parent, Infiniti, Holdco or Merger Sub with respect to information or statements made or omissions included incorporated by reference in the Offer Documents based upon information furnished to Parent Registration Statement or the Joint Proxy Statement/Prospectus which were not supplied by or on behalf of Parent, Infiniti, Holdco or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time such stockholders shareholders vote on adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9 and the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with respect to Parent the SEC in connection with the Merger, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the Company in writing specifically for use in any Company Disclosure Document 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 applicable requirements of the circumstances under which they were made, not misleading 1934 Act. (i) in the case of the The Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document (other than the Company 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, 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. The representations and warranties contained in this Section 4.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for use therein. (bc) 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, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Merger Proxy Statement, as supplemented or amended, if applicable, at the time such Company Merger Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time such stockholders shareholders vote on adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Merger 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ai) The information with respect to Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (iA) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, Statement at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and Company, at the time such the stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (iiB) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereof and at the time of any distribution or dissemination thereof. (bii) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, and will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof 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 provided, that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company Company’s stockholders in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make connection with the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of transactions contemplated by this Agreement, including the Schedule 14D-9, the Schedule 13E-3 and any amendments or supplements thereto (ii) in collectively, the case of any “Company Disclosure Document other than the Company 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. (b) The Offer Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andExchange Act. (b) Any Company Disclosure Document, at the time of the filing of such Company Disclosure Document or any amendment or supplement thereto and the time of such distribution or dissemination thereof, 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 therein, in light of the circumstances under which they were made, not misleading. (c) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use (or incorporation by reference) in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination thereof of the Offer Documents and at the time of the consummation of the Offer, 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 were made, not misleading, provided that . (d) The representations and warranties contained in this representation and warranty Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Offer Documents or the Company Disclosure Documents based upon information furnished supplied to Parent or Merger Subsidiary in writing Sub by the Company or on its behalf specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of the meeting of Company Stockholders to consider this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 the representations and warranties contained in this representation and warranty Section 6.8 will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing Sub by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of the meeting of Company Stockholders to consider this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 the representations and warranties contained in this representation and warranty Section 6.7 will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing Sub by the Company specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company’s shareholders in connection with the transactions contemplated by this Agreement (the “Company in writing specifically Disclosure Documents”), including the Schedule 14D-9, the proxy or information statement of the Company (the “Proxy Statement”), if any, to be filed with the SEC for use in connection with the solicitation of proxies from the Company’s shareholders in connection with the Merger and the Shareholder Meeting, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of the 1934 Act. (i) The Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company 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 of this Agreement, and (ii) any Company Disclosure Document (other than the Company 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, 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 (imisleading. The representations and warranties contained in this Section 5.09(b) will not apply to statements or omissions included in the case of Company Disclosure Documents based upon information furnished to the Company Proxy Statement, as supplemented in writing by Parent or amended, if applicable, at Merger Subsidiary specifically for use therein. (c) The information with respect to the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of its Subsidiaries that the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) furnishes to Parent in writing specifically for use in the case of any Company Disclosure Document other than Schedule TO and the Company Proxy StatementOffer Documents, 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofSchedule TO, at the time of any distribution or dissemination thereof of the Offer Documents and at the time of the consummation of the Offer, 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 were made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in: (a) The information the Form S-4 (as hereinafter defined) will, at the time the Form S-4 is filed with respect to Parent the SEC, at any time it is amended or supplemented and any of its subsidiaries that Parent furnishes to at the Company in writing specifically for use in any Company Disclosure Document will not 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 in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading misleading; (ib) in the case of the Company Proxy Statement, as supplemented or amended, if applicable/Prospectus will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the Company's 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 Company Proxy Statement, or 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. (b) The Offer DocumentsStockholder Meeting, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were are made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in ; or (c) the Offer Documents (as hereinafter defined) will, at the time the Offer Documents (or any amendments or supplements thereto) are first published, sent or given to holders of the Senior Notes, or at the time the applicable Debt Offer is consummated, 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; provided, that in each case no representation is made by the Company with respect to statements made therein based upon on information furnished to Parent or Merger Subsidiary supplied in writing by Acquisition specifically for inclusion therein. The Form S-4, as of its effective date, and the Proxy Statement/Prospectus and the Offer Documents, as of their respective dates, will comply as to form with the applicable requirements of the Securities Act and the Exchange Act, as the case may be; provided, that in each case no representation is made by the Company with respect to statements made therein based on information supplied in writing by Acquisition specifically for use inclusion therein.

Disclosure Documents. (a) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 4.05(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and any of its subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein. (b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer 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 (imisleading. The representations and warranties contained in this Section 4.05(b) do not apply to statements or omissions included in the case of Offer Documents based upon information furnished to Parent by the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofspecifically for use therein. (bc) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements None of the 1934 Act andinformation with respect to Parent or Merger Subsidiary or any of their respective Subsidiaries or Affiliates that Parent furnishes to the Company for use in the Company Disclosure Documents, at the time of the filing thereof, at the time of any distribution or dissemination thereof thereof, at the time of the consummation of the Offer and at the time such stockholders vote on adoption of consummation of the Offer, this Agreement 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC in connection with the Transaction (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9 and the Company Proxy Statement, if any, to Parent be filed with the SEC in connection with the Merger, and any amendments or supplements to any thereof will comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the 1934 Act. (b) At the time the Company in writing specifically for use in Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Company Disclosure Document 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 (i) in misleading. At the case time of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case filing of any Company Disclosure Document Documents (other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that . The representations and warranties contained in this representation and warranty subsection (b) will not apply to statements or omissions included in the Offer Company Disclosure Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company by Buyer or Colonnade specifically for use therein. (c) The information with respect to the Company or any Company Subsidiary furnished by the Company to Buyer in writing specifically for use in the Offer and related letter of transmittal pursuant to which the Offer will be made as provided in Section 1.1 (which together with any amendments or supplements thereto constitute the "Offer Documents") shall not contain, as of the date the Offer Documents are filed, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9 to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any 1934 Act. (b) Any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementDocument, 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, 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 therein, in light of the circumstances under which they were made, not misleading. (bc) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofof the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination thereof of the Offer Documents and at the time of the consummation of the Offer, 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 were made, not misleading, provided that . The representations and warranties contained in this representation and warranty Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents based upon information furnished to supplied by Parent or Merger Subsidiary in writing by the Company or any of their Representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent be distributed or otherwise disseminated to the Company’s shareholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 13E-3, and the Proxy Statement to be filed with the SEC in connection with the Transaction and the other transactions contemplated hereby, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes the 1934 Act. (i) 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 in writing specifically for use in and at the time such shareholders vote on adoption of this Agreement, and (ii) 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, 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 (imisleading. The representations and warranties contained in this Section 6.10(b) will not apply to statements or omissions included in the case of Company Disclosure Documents based upon information furnished to the Company Proxy Statement, as supplemented in writing by Parent or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed its Representatives specifically for use therein. (c) The information relating to stockholders of the Company and at its Subsidiaries (including Company Virginia Sub) that is provided by the time such stockholders vote on adoption of this Agreement, and (ii) Company or its representatives for inclusion in the case of F-4, the Schedule 13E-3, the Prospectus, any Company Disclosure Document or in any other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document document filed with any other Regulatory Agency or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form Governmental Authority in all material respects connection with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offertransactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state any a material fact necessary to make the statements made therein, in the light of the circumstances under in which they were are made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption approval of this Agreementthe Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 the representations and warranties contained in this representation and warranty Section 6.05(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. Section 3.8.1 The Schedule 14D-9 and the Proxy Statement, and any amendments or supplements thereto, when and if filed by the Company with the SEC, or when and if distributed or otherwise disseminated to the Company's stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. (aA) The information with respect Proxy Statement, as supplemented or amended, if any, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to Parent stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, and (B) the Schedule 14D-9 or any amendment or supplement thereto, at the time of its subsidiaries that Parent furnishes the filing and at the time of any distribution or dissemination thereof to the Company Company's stockholders, in writing specifically for use in any Company Disclosure Document each case, 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 (i) misleading. The representations and warranties contained in this Section 3.8.2 will not apply to statements or omissions included in the case of Schedule 14D-9 or the Company Proxy StatementStatement (if any), each as supplemented or amended, if applicable, at based upon information furnished to the time such Company Proxy Statement by Parent or the Purchaser specifically for use therein. Section 3.8.3 The information with respect to the Company or any amendment or supplement thereto is first mailed to stockholders of the Company and at Subsidiaries that the time such stockholders vote on adoption of this Agreement, and (ii) Company furnishes to Parent specifically for use in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof to the Company's stockholders and at the time of the consummation of the Offer, 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company Company’s stockholders in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make connection with the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of transactions contemplated by this Agreement, including the Schedule 14D-9 to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto (ii) in collectively, the case of any “Company Disclosure Document other than the Company 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. (b) The Offer Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andAct, and at the time of the filing thereofsuch filing, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, provided that at the time of the filing of the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents, 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 therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this representation and warranty ‎Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents based upon information furnished to Parent supplied by Parent, Merger Sub or Merger Subsidiary in writing by the Company any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (ai) The information with respect to Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Dis- closure Document will not contain 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 (iA) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, Statement at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such the stockholders vote on adoption of this Agreement, and (iiB) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereof and at the time of any distribution or dissemination thereof. (bii) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements require- ments of the 1934 Exchange Act and, and will not at the time of the filing fil- ing thereof, at the time of any distribution thereof or dissemination thereof 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 cir- cumstances under which they were made, not misleading, provided pro- vided, that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. Section 3.8.1 The Schedule 14D-9, the Proxy Statement and any Other Filings, and any amendments or supplements thereto, when filed by the Company with the SEC, or when distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. (aA) The information with respect Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to Parent stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, and (B) the Schedule 14D-9 and any Other Filing or any amendment or supplement thereto, at the time of its subsidiaries that Parent furnishes to the Company filing and at the time of any distribution or dissemination thereof, in writing specifically for use in any Company Disclosure Document each case, 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 (i) misleading. The representations and warranties contained in this Section 3.8.2 will not apply to statements or omissions included in the case of Schedule 14D-9, the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment Other Filings based upon information furnished in writing to the Company by Parent or supplement thereto is first mailed the Purchaser specifically for use therein. Section 3.8.3 The information with respect to stockholders the Company or any of the Company and at Subsidiaries that the time such stockholders vote on adoption of this Agreement, and (ii) Company furnishes to Parent specifically for use in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect to Parent the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9 but excluding for purposes of this representation, for the avoidance of doubt, the Proxy Statement (if applicable)), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Exchange Act. (b) The Company Disclosure Document Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the consummation of the Offer, 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 (i) misleading. The representations and warranties contained in this Section 4.10 will not apply to statements or omissions included in the case Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Purchaser specifically for use therein. (c) The information with respect to the Company or any of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of Subsidiaries that the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) furnishes to Parent or Purchaser in writing specifically for use in the case of any Company Disclosure Document other than Schedule TO and the Company Proxy StatementOffer Documents, 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofSchedule TO, at the time of any distribution or dissemination thereof of the Offer Documents and at the time of the consummation of the Offer, 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of the meeting of Company Stockholders to consider this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 the representations and warranties contained in this representation and warranty Section 6.8 will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing Sub by the Company specifically for use therein.

Disclosure Documents. Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (athe “Company Disclosure Documents”), including the proxy statement of the Company (the “Company Proxy Statement”) The information to be filed with respect to Parent the SEC in connection with the Merger and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the 1934 Act and the rules and regulations thereunder. None of the Company in writing specifically for use in any Company Disclosure Document Documents 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, Agreement and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents; provided, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 does not apply to any statements or omissions included in the Offer Company Disclosure Documents based upon information furnished (or not furnished) to the Company by Parent or Merger Subsidiary in writing by the Company Sub specifically for use therein.

Disclosure Documents. (a) The information At the time the proxy statement to be filed with respect to Parent and any of its subsidiaries that Parent furnishes to the Company SEC in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make connection with the statements made therein, in Merger (the light of the circumstances under which they were made, not misleading (i) in the case of the “Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement ”) or any amendment or supplement thereto is first mailed to stockholders of the Company and Company, at the time such stockholders vote on the adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document as supplemented or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documentsamended, when filed, distributed or disseminated, as if applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) None of the information supplied with respect to the Company or the Bank or to be supplied by the Company, provided that this representation the Bank or any Affiliate thereof expressly for inclusion in any documents to be filed by Purchaser, Merger Sub or any Affiliate thereof with any Governmental Entity in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with any Governmental Entity. (c) The representations and warranty warranties contained in Section 4.07(a) will not apply to statements or omissions included or incorporated by reference in the Offer Documents Company Proxy Statement or any documents to be filed by Purchaser, Merger Sub or any Affiliate thereof with any Governmental Entity based upon information furnished to Parent supplied by Purchaser, Merger Sub or Merger Subsidiary in writing by the Company any of their respective Representatives specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the Transaction (the "Company Disclosure Documents"), including, without limitation, the 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with respect to Parent the SEC in connection with the Merger, and any amendments or supplements thereto, will comply as to form in all material respects with the applicable require ments of its subsidiaries that Parent furnishes to the Exchange Act. (b) At the time the Company in writing specifically for use in Proxy Statement, if any, including any amendment or supplement thereto, is first mailed to stockholders of the Company Disclosure Document and at the time of the Company Stockholders' Meeting, 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 (i) in misleading. At the case time of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case filing of any Company Disclosure Document (other than the Company Proxy Statement) filed after the date hereof, 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that . The representations and warranties contained in Section 4.08(a) and this representation and warranty Section 4.08 (b) will not apply to statements or omissions included in the Offer Company Disclosure Documents based upon information furnished to Parent the Company in writing by Buyer or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company Stockholders in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make connection with the statements made thereintransactions contemplated by this Agreement, in the light of the circumstances under which they were made, not misleading (i) in the case of including the Company Proxy Statement, /Prospectus (except for such portions thereof as supplemented relate only to Parent or amended, if applicable, at Merger Sub) and the time Form S-4 (except for such Company Proxy Statement portions thereof as relate only to Parent 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 AgreementMerger Sub), and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document amendments or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documentssupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act andand the Securities Act. (b) The information with respect to the Company and its Subsidiaries that the Company supplies or that is supplied on behalf of the Company for inclusion in the Company Proxy Statement/Prospectus, the Form S-4, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act, or in any other document filed with any other Governmental Authority in connection herewith, at the time of the filing thereof, of such document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and (and, in the case of the Company Proxy Statement/Prospectus, at the time of consummation of the OfferCompany Stockholder vote to adopt this Agreement), will not contain any untrue statement of a material fact or omit to state any a material fact necessary to make the statements made therein, in the light of the circumstances under in which they were are made, not misleading, provided that . (c) The representations and warranties contained in this representation and warranty Section 3.25 will not apply to statements or omissions included or incorporated by reference in the Offer Documents Company Proxy Statement/Prospectus based upon information furnished to supplied by Parent or Merger Subsidiary in writing by the Company Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The information registration statement of Parent to be filed with the SEC with respect to the offering of Parent Common Stock, Parent Preferred Stock, if any, and Parent Depositary Shares, if any, in connection with the Merger (the "REGISTRATION STATEMENT") and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of its subsidiaries that the 1933 Act. At the time the Registration Statement or any amendment or supplement thereto becomes effective and at the Effective Time, the Registration Statement, as amended or supplemented, if applicable, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The foregoing representations and warranties will not apply to statements or omissions included in the Registration Statement or any amendment or supplement thereto based upon information furnished to Parent furnishes or Merger Subsidiary by the Company for use therein. (b) None of the information furnished to the Company in writing specifically for use in (or incorporation by reference in) the Company Proxy Statement or any amendment or supplement thereto will contain, at the time the Company Disclosure Document will not contain Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company or at the time the stockholders vote on the approval and adoption of this Agreement, 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 contained 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofthereof and at the consummation of the Offer. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) Each of the Offer Documents when filed with the SEC, first distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.05(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and any of its subsidiaries that Parent furnishes to by the Company in writing specifically for use in any Company Disclosure Document therein. (b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of first distribution or dissemination thereof and at the time of the consummation of the Offer 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 (imisleading. The representations and warranties contained in this Section 5.05(b) do not apply to statements or omissions included in the case of Offer Documents based upon information furnished to Parent by the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofspecifically for use therein. (bc) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements None of the 1934 Act andinformation with respect to Parent or Merger Sub or any of their respective Subsidiaries or Affiliates that Parent furnishes to the Company for use in the Company Disclosure Documents, at the time of the filing thereof, at the time of any distribution or dissemination thereof thereof, at the time of the consummation of the Offer and at the time such shareholders vote to approve the Plan of consummation of the Offer, Merger 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with -------------------- respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries that Parent furnishes Merger Sub will deliver to the Company all information reasonably requested by the Company for inclusion in writing specifically the Company Disclosure Documents. None of the information to be supplied by Parent or Merger Sub to the Company for use inclusion in any such Company Disclosure Document will not will, at the time it is filed with the SEC or distributed or disseminated to the stockholders of the Company or at the time of the Stockholders Meeting, 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 are made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofmisleading. (b) The Offer Documents, when filed, distributed or disseminated, as applicablethe case may be, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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, provided however, that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing Sub by the Company in writing specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the Securities and Exchange Commission (the "Commission") in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Proxy Statement to Parent be filed with the Commission in connection with the Merger, and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes the Exchange Act. (b) At the time the Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time of the meeting of the Company's shareholders for the purpose of considering and taking action on this Agreement and the Merger (the "Shareholder Meeting"), the 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 writing specifically for use order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document, if any, other than the Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document 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 (i) misleading. The foregoing notwithstanding, the Company makes no representation or warranty with respect to any information supplied by Parent, Merger Sub or any of their representatives which is contained in the case any of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofDocuments. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes supplies to the Company in writing specifically for use in any Company Disclosure Document 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 were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofthereof and at the time of the consummation of the Offer. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of such filing or the filing thereofof any amendment or supplement thereto, at the time of any such distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that . The representations and warranties in this representation and warranty ‎Section 6.05 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and the Offer Documents based upon information furnished supplied to Parent or Merger Subsidiary in writing by the Company or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent be distributed or otherwise disseminated by the Company to the Company's stockholders in connection with the Offer (the "Company Disclosure Documents"), including the Schedule 14D-9, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Exchange Act. Any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementDocument, 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, provided that this no representation and or warranty will not apply is made by the Company with respect to statements made or omissions included incorporated by reference in the Company Disclosure Documents based on information supplied by Parent or any Affiliate thereof in writing specifically for inclusion or incorporation by reference in the Company Disclosure Documents. (b) The information to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents, on the date the Offer Documents based upon information furnished are first published, sent or given to Parent holders of Shares, shall not contain any untrue statement of a material fact or Merger Subsidiary omit to state any material fact required to be stated therein or necessary in writing by order to make the Company specifically for use statements therein, in light of the circumstances in which they shall be made, not misleading.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9 and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any 1934 Act. (b) Each Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementDocument, 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, 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 therein, in light of the circumstances under which they were made, not misleading. (bc) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofof the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination thereof of the Offer Documents and at the time of the consummation of the Offer, 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 were made, not misleading, provided that . The representations and warranties contained in this representation and warranty Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents based upon information furnished to supplied by Parent or Merger Acquisition Subsidiary in writing by the Company or any of their Representatives specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect to Parent the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9 but excluding for purposes of this representation, for the avoidance of doubt, the Proxy Statement (if applicable)), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its subsidiaries the Exchange Act; provided, however, that Parent furnishes to the Company in writing specifically for use in extent any such document contains information provided or required to be provided by or on behalf of Parent or Acquisition Sub or any Affiliate of Parent or Acquisition Sub, the term “Company Disclosure Document Documents” shall not apply to any such information. (b) The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, 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 (i) misleading. The representations and warranties contained in this Section 4.11 will not apply to statements included in, or omissions from, the Company Disclosure Documents based upon information furnished to the Company by or on behalf of Parent or Acquisition Sub specifically for inclusion in the case Company Disclosure Documents. (c) The information with respect to the Company or any of the Company’s Subsidiaries that the Company Proxy Statementfurnishes to Parent or Acquisition Sub expressly for use in the Schedule TO and the Offer Documents, as supplemented or amended, if applicable, at on the time such date the Company Proxy Statement or any amendment or supplement thereto is Disclosure Documents are 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 Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, Stockholders 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically expressly for use in any Company Disclosure Document 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 misleading, (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to stockholders of the Company Shareholders and at the time such stockholders vote on adoption of the meeting of Company Shareholders to consider this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Each document required to be filed by Parent and Merger Sub with the SEC or any agency or division of the State of Missouri or required to be distributed or otherwise disseminated to the Company Shareholders in connection with the transactions contemplated by this Agreement (the “Parent Disclosure Documents”), including the Schedule TO and the Offer DocumentsDocuments to be filed with the SEC in connection with the Offer and the Merger, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act andand other applicable Missouri Law. (i) The Offer Documents, when distributed or disseminated to the Company Shareholders and at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the OfferOffer and (ii) the Parent Disclosure Documents (other than the Offer Documents), when filed 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 . The representations and warranties contained in this representation and warranty Section 6.7 will not apply to statements or omissions included in the Offer Parent Disclosure Documents based upon information furnished to Parent or Merger Subsidiary in writing Sub by the Company specifically expressly for use therein.

Disclosure Documents. (a) The information with respect to Parent Buyer and any of its subsidiaries Subsidiaries and Merger Subsidiary that Parent furnishes Buyer and Merger Subsidiary furnish to the Company in writing specifically for use in any Company Disclosure Document will not contain 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement (defined in Section 6.2 herein), at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and Company, at the time such the stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof, at the consummation of such Company Disclosure Document or any supplement or amendment thereto the Offer and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, Exchange Act. The Offer Documents will not at the time of the filing thereof, at the time of any distribution distribution, publication or dissemination any mailing thereof and or 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 Offer Documents based upon information furnished to Parent Buyer or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The Each document required to be filed by Buyer and Parent with the SEC in connection with the transactions contemplated by this Agreement (the "Buyer Disclosure Documents"), including, without limitation, the proxy or information statement and registration statement of Buyer and Parent (the "Form S-4"), to be filed with respect the SEC in connection with the issuance of Parent Common Stock pursuant to Parent this Agreement and any amendments or supplements thereto, will, when filed, comply as to form in all material respects with the applicable requirements of its subsidiaries that the 1933 Act and the ▇▇▇▇ ▇▇▇. (b) At the time the proxy statement which forms a part of the Form S-4 (the "Buyer Proxy Statement") or any amendment or supplement thereto is first mailed to shareholders of Buyer, at the time such shareholders vote on the issuance of Parent furnishes to Common Stock in connection with this Agreement, the Company in writing specifically for use in any Company Disclosure Document Buyer 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at misleading. At the time of the filing of such Company any Buyer Disclosure Document or any supplement or amendment thereto other than the Buyer Proxy Statement and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, such Buyer Disclosure Document will not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that . The representations and warranties contained in this representation and warranty Section 4.08 will not apply to statements included in or omissions included in from the Offer Buyer Disclosure Documents based upon information furnished to Buyer or Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries that Parent furnishes Merger Sub will deliver to the Company all information reasonably requested by the Company for inclusion in writing specifically the Company Disclosure Documents. None of the information to be supplied by Parent or Merger Sub to the Company for use inclusion in any such -39- Company Disclosure Document will not will, at the time it is filed with the SEC or distributed or disseminated to the stockholders of the Company or at the time of the Stockholders Meeting, 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 are made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofmisleading. (b) The Offer Documents, when filed, distributed or disseminated, as applicablethe case may be, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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, provided however, that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing Sub by the Company in writing specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company and at the time such stockholders vote on adoption approval of this Agreementthe Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act Act, and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 the representations and warranties contained in this representation and warranty Section 6.05 will not apply to statements or omissions included in the Schedule TO and/or the Offer Documents based upon information furnished in writing to Parent or Merger Subsidiary in writing Sub by the Company or its Subsidiaries specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Each Company Disclosure Document will not contain any untrue statement of a when filed, distributed or disseminated, as applicable, shall comply as to form in all material fact or omit to state any material fact necessary in order to make respects with the statements made therein, in the light applicable requirements of the circumstances under which they were made, not misleading Exchange Act and the rules and regulations thereunder and all other applicable Laws. (i) in the case of the Company The Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of this Agreement, the Special Meeting and (ii) in the case of any Company Disclosure Document (other than the Company 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, will not contain any untrue statement of a material fact or omit to state any material fact that is necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bc) The information with respect to the Company or its Subsidiary that the Company furnishes to the Parent in writing specifically for use in the Schedule TO and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofof the Schedule TO, at the time of any distribution or dissemination thereof of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact that is required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that . (d) The representations and warranties contained in this representation and warranty Section 4.21 will not apply to statements or omissions included in the Offer Company Disclosure Documents based upon information furnished to Parent or Merger Subsidiary the Company in writing by the Company Parent or the Purchaser specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company Company’s stockholders in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make connection with the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of transactions contemplated by this Agreement, including the Schedule 14D-9 to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto (ii) in collectively, the case of any “Company Disclosure Document other than the Company 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. (b) The Offer Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andAct, and at the time of the filing thereofsuch filing, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, provided that at the time of the filing of the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents, 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 therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this representation and warranty Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents based upon information furnished to Parent supplied by Parent, Merger Sub or Merger Subsidiary in writing by the Company any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company Company’s stockholders in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make connection with the statements made thereintransactions contemplated by this Agreement, in the light of the circumstances under which they were made, not misleading (i) in the case of including the Company Proxy Statement, /Prospectus (except for such portions thereof as supplemented relate only to Parent or amended, if applicable, at Merger Subsidiary) and the time Form S-4 (except for such Company Proxy Statement portions thereof as relate only to Parent 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 AgreementMerger Subsidiary), and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document amendments or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documentssupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andand the ▇▇▇▇ ▇▇▇. (b) The information with respect to the Company and its Subsidiaries that the Company supplies or that is supplied on behalf of the Company for inclusion in the Company Proxy Statement/Prospectus, the Form S-4, any filing pursuant to Rule 165 or Rule 425 under the 1933 Act or Rule 14a-12 under the 1934 Act, or in any other document filed with any other Governmental Authority in connection herewith, at the time of the filing thereof, of such document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and (and, in the case of the Company Proxy Statement/Prospectus, at the time of consummation of the Offerstockholder vote to adopt this Agreement), will not contain any untrue statement of a material fact or omit to state any a material fact necessary to make the statements made therein, in the light of the circumstances under in which they were are made, not misleading, provided that . (c) The representations and warranties contained in this representation and warranty ‎Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Offer Documents Company Proxy Statement/Prospectus based upon information furnished to supplied by Parent or Merger Subsidiary in writing by the Company or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The information with respect to Parent Buyer and any of its subsidiaries Subsidiaries and Merger Subsidiary that Parent furnishes Buyer and Merger Subsidiary furnish to the Company in writing specifically for use in any Company Disclosure Document will not contain 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement (defined in Section 6.2 herein), at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders stock holders of the Company and Company, at the time such the stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof, at the consummation of such Company Disclosure Document or any supplement or amendment thereto the Offer and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable ap plicable requirements of the 1934 Act and, Exchange Act. The Offer Documents will not at the time of the filing thereof, at the time of any distribution distribution, publication or dissemination any mailing thereof and or 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 state ments 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 state ments or omissions included in the Offer Documents based upon information furnished to Parent Buyer or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The Each document required to be filed by Seller with the SEC or required to be distributed or otherwise disseminated to Seller's stockholders in connection with the transactions contemplated by this Agreement (the "SELLER DISCLOSURE DOCUMENTS"), including, without limitation, the proxy or information statement of Seller (the "SELLER PROXY STATEMENT"), if any, to be filed with respect to Parent the SEC in connection with the transactions contemplated by this Agreement, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to the Company form in writing specifically for use in all material respects with the applicable requirements of the 1934 Act. (b) Neither (i) the Seller Proxy Statement, as supplemented or amended, if applicable, at the time such Seller Proxy Statement or any Company amendment or supplement thereto is first mailed to stockholders of Seller and at the time such stockholders vote on adoption of this Agreement, nor (ii) any Seller Disclosure Document (other than the Seller Proxy Statement), at the time of the filing of such Seller Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, 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 (i) misleading, provided that Seller is not making any representation herein as to whether any material information provided by Buyer specifically for inclusion in the case of the Company Seller Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain contains any untrue statement of a material fact or omit omits to state any material fact necessary in order to make the statements made thereinin such information, standing alone and without regard to any other statement in or omission from the light of the circumstances under which they were madeSeller Proxy Statement, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent Buyer and any of its subsidiaries that Parent Buyer furnishes to the Company in writing specifically for use in any Company Disclosure Document Documents 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, Statement (if applicable) and the Schedule 13E-3 (if applicable), at the time such the Company Proxy Statement or the Schedule 13E-3, as applicable, or any amendment or supplement thereto to either is first mailed to stockholders shareholders of the Company and at the time such stockholders the shareholders vote on adoption of this AgreementAgreement (if applicable), and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementStatement and the Schedule 13E-3, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and thereof, at the time of any distribution or dissemination thereof, and at the time of consummation of the Offer. (b) The Offer DocumentsDocuments and the Schedule 13E-3, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, and will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof 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 provided, that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent Buyer or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Affiliates that Parent furnishes to the Company in writing specifically for use inclusion or incorporation by reference in any Company Disclosure Document 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 (i) in the case of the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with the SEC in connection with the Merger, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Schedule TO, when amended and filed in accordance with this Agreement, and the Offer Documents, when filed, distributed or disseminated, as applicabledisseminated in accordance with this Agreement, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof 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 in order 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 furnished to Parent or Merger Subsidiary in writing by the Company specifically for use inclusion or incorporation by reference therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect to Parent the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9 but excluding for purposes of this representation, for the avoidance of doubt, the Proxy Statement (if applicable)), and any amendments or supplements thereto, at the time of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any filing of such Company Disclosure Document Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, 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 (i) misleading. The representations and warranties contained in this Section 4.08 will not apply to statements or omissions included in the case Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Sub specifically for use therein. (b) The information with respect to the Company or any of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of Subsidiaries that the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) furnishes to Parent or Sub in writing specifically for use in the case of any Company Disclosure Document other than Schedule TO and the Company Proxy StatementOffer Documents, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto the Schedule TO and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, Offer Documents and at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 in order 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries that Parent furnishes relating to the Company and the Subsidiaries to be contained in writing specifically for use in the Proxy Statement and any Other Filings, and any amendments thereof or supplements thereto, will not, on the date the Proxy Statement or such Other Filing (or any amendment thereof or supplement thereto) is first mailed to holders of Company Disclosure Document will not Shares or at the time of the Company Stockholder Meeting or at the time of any amendment or supplement thereof, 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, therein not false or misleading at the time and in the light of the circumstances under which they were such statement is made, not misleading (i) in the case of . All documents that the Company Proxy Statementis responsible for filing with the SEC in connection with the Mergers or the other Contemplated Transactions, as supplemented or amended, if applicable, at including the time such Company Proxy Statement or and any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on adoption of this AgreementOther Filings, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document amendments thereof or any supplement or amendment supplements thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of the 1934 Securities Act andand the rules and regulations thereunder, at and the time of Exchange Act and the filing thereof, at the time of any distribution or dissemination thereof rules 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, regulations thereunder. The representations and warranties contained in the light of the circumstances under which they were made, not misleading, provided that this representation and warranty Section 4.11 will not apply to the failure of the Proxy Statement or any Other Filing, or any amendment thereof or supplement thereto, to comply as to form as a result of, or statements or omissions included in the Offer Documents Proxy Statement or any Other Filings based upon upon, information furnished to Parent supplied by, or the sufficiency of disclosures related to, Parent, Sub REIT, REIT Merger Subsidiary in writing by the Company specifically for use thereinSub or Partnership Merger Sub.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company Company’s stockholders in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make connection with the statements made thereintransactions contemplated by this Agreement, in the light of the circumstances under which they were made, not misleading (i) in the case of including the Company Proxy Statement, /Prospectus (except for such portions thereof as supplemented relate only to Parent or amended, if applicable, at Merger Subsidiary) and the time Form S-4 (except for such Company Proxy Statement portions thereof as relate only to Parent 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 AgreementMerger Subsidiary), and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document amendments or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documentssupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andand the ▇▇▇▇ ▇▇▇. (b) The information with respect to the Company and its Subsidiaries that the Company supplies or that is supplied on behalf of the Company for inclusion in the Company Proxy Statement/Prospectus, the Form S-4, any filing pursuant to Rule 165 or Rule 425 under the 1933 Act or Rule 14a-12 under the 1934 Act, or in any other document filed with any other Governmental Authority in connection herewith, at the time of the filing thereof, of such document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and (and, in the case of the Company Proxy Statement/Prospectus, at the time of consummation of the Offerstockholder vote to adopt this Agreement), will not contain any untrue statement of a material fact or omit to state any a material fact necessary to make the statements made therein, in the light of the circumstances under in which they were are made, not misleading, provided that . (c) The representations and warranties contained in this representation and warranty Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Offer Documents Company Proxy Statement/Prospectus based upon information furnished to supplied by Parent or Merger Subsidiary in writing by the Company or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent be distributed or otherwise disseminated by the Company to the Company’s stockholders in connection with the Offer (the “Company Disclosure Documents”), including the Schedule 14D-9, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Exchange Act. Any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementDocument, 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, provided that this no representation and or warranty will not apply is made by the Company with respect to statements made or omissions included incorporated by reference in the Company Disclosure Documents based on information supplied by Parent or any Affiliate thereof in writing specifically for inclusion or incorporation by reference in the Company Disclosure Documents. (b) The information to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents, on the date the Offer Documents based upon information furnished are first published, sent or given to Parent holders of Shares, shall not contain any untrue statement of a material fact or Merger Subsidiary omit to state any material fact required to be stated therein or necessary in writing by order to make the Company specifically for use statements therein, in light of the circumstances in which they shall be made, not misleading.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes supplies to the Company in writing specifically for use in any Company Disclosure Document 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 were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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 thereofthereof and at the time of the consummation of the Offer. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of such filing or the filing thereofof any amendment or supplement thereto, at the time of any such distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that . The representations and warranties in this representation and warranty Section 6.05 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and the Offer Documents based upon information furnished supplied to Parent or Merger Subsidiary in writing by the Company or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (ai) The information with respect to Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain 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 (iA) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, Statement at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such the stockholders vote on adoption of this Agreement, and (iiB) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereof and at the time of any distribution or dissemination thereof. (bii) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, and will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof 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 provided, that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect to Parent the SEC in connection with the Offer (the "Company Disclosure Documents") (including the Schedule 14D-9 but excluding for purposes of this representation, for the avoidance of doubt, the Proxy Statement (if applicable)), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Exchange Act. (b) The Company Disclosure Document Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, 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 misleading. The representations and warranties contained in this Section 4.11 will not apply to statements included in, or omissions from, the Company Disclosure Documents based upon information furnished to the Company by or on behalf of Parent or Acquisition Sub or any Affiliate of Parent or Acquisition Sub or known to Parent or Acquisition Sub but not known to the Company. (ic) The information with respect to the Company or any of the Company's Subsidiaries that the Company furnishes to Parent or Acquisition Sub expressly for use in the case of Schedule TO and the Company Proxy Statement, as supplemented or amended, if applicableOffer Documents, at the time such Company Proxy Statement information is 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 Company Proxy Statementwas provided, at the time of the filing of such Company Disclosure Document Schedule TO and other Offer Documents (and any amendments or any supplement or amendment thereto supplements thereto) and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 in order 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent Schedule TO and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document 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 (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such 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 adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company 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. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act andand the rules and regulations thereunder and all other applicable Laws. (b) The Schedule TO and the Offer Documents, at the time of the filing thereoffiling, at the time of any distribution or dissemination thereof 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. (c) The information with respect to the Parent and the Purchaser that the Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document shall not (i) in the case of the Proxy Statement, provided that as supplemented and amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to Company Stockholders, as of the Special Meeting or at the Effective Time 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, at the time of any distribution or dissemination thereof and at the consummation of the Offer, 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 were made, not misleading. (d) The representations and warranties contained in this representation and warranty Section 5.4 will not apply to statements or omissions included in the Schedule TO or the Offer Documents based upon information furnished to the Parent or Merger Subsidiary the Purchaser in writing by the Company specifically for use therein.

Disclosure Documents. (ai) The information with respect to Parent -------------------- and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain 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 (iA) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, Statement at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such the stockholders vote on adoption of this Agreement, and (iiB) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereof and at the time of any distribution or dissemination thereof. (bii) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act and, and will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof 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 provided, that this representation and warranty will not -------- apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.