Common use of Disclosure Documents Clause in Contracts

Disclosure Documents. None of the documents required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents required to be information supplied by Parent, its officers, directors, representatives, agents or employees (the "PARENT INFORMATION") for inclusion in the Proxy Statement will, at the time the Proxy Statement is filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company first mailed to the Company’s stockholders after 's stockholders, at the date hereof 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 connection 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 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 the Parent 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 transactions contemplated by this Agreement will SEC or first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. In furtherance and not in limitation of Notwithstanding the foregoing, the neither Parent nor Purchaser makes any representation or warranty with respect to any information that has been supplied by the Company or on behalf its accountants, counsel or other authorized representatives for use in any of the Company for inclusion in foregoing documents. The Schedule 14D-1 and the Offer Documents or the Schedule 14D-9 will, when filed, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use thereinAct.

Disclosure Documents. None of the documents required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the (a) The information supplied by or on behalf of the Company either Parent or Sub expressly for inclusion or incorporation by reference in the any Company Disclosure Document, Offer Documents Document, Schedule TO or the Schedule 14D-9 will14D‑9, when filedincluding any amendments thereof and supplements thereto, comply as to form and statements made in all material respects with the applicable requirements such documents based on such information supplied by or on behalf of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented either Parent or amended, if applicableSub, 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 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 shareholders of the Company and at the time such 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, Offer Document, Schedule TO or Schedule 14D‑9 and at the time of any distribution or dissemination thereof and at the Acceptance Date. (b) The Schedule TO, when amended and filed, and the Offer Documents, when distributed or disseminated in accordance with this Agreement, 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 such filing, at the time of such distribution or dissemination 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. The representations ; provided that this representation and warranties contained in this Section 5.09 warranty will not apply to statements included or omissions in the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company Parent or Sub in writing by Parent specifically the Company expressly for use inclusion or incorporation by reference therein.

Disclosure Documents. None The Proxy Statement will comply in all material respects with the applicable requirements of the documents required to be filed Securities Exchange Act except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Proxy Statement. The Proxy Statement will not, at the time the Proxy Statement is filed with the SEC or required first sent to be distributed or otherwise disseminated on behalf stockholders, at the time of the Company to Company's stockholders' meeting or at the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will Effective Time, 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 were made, not misleadingmisleading except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Proxy Statement. In furtherance and not The Schedule 14D-9 will comply in limitation all material respects with the Securities Exchange Act except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Schedule 14D-9. Neither the Schedule 14D-9 nor any of the foregoing, information relating to the information supplied Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Offer Documents Schedule 14D-1 or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents will, at the respective times the Schedule 14D-9, the Schedule 14D-1 and the Schedule 14D-9 Offer Documents are mailed filed with the SEC and are first published, sent or given to stockholders of the Company and the Acceptance TimeCompany, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents (i) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make (the statements therein"Company Disclosure Documents"), in light of the circumstances under which they are madeincluding, not misleading. In furtherance and not in limitation of the foregoingwithout limitation, the Schedule 14D-9, the proxy or information supplied by or on behalf statement of the Company for inclusion (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 supplements thereto, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. . (ii) At any time between the time the Offer Documents and the Schedule 14D-9 are Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company Company, at the time such stockholders vote on adoption of this Agreement and approval of the Acceptance Merger and at the Effective Time, the Offer Documents and Schedule 14D-9Company 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. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement, at the time of any distribution thereof and throughout the remaining pendency of the Offer, each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state 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. The representations and warranties contained in paragraphs (i) and (ii) of this Section 4.1(j) will not apply to statements or omissions included in the Company Disclosure Documents or the Company Proxy Statement, if any, based upon information furnished to the Company in writing by 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None (a) The information with respect to Royalty Pharma and any of the documents required its Affiliates that Royalty Pharma furnishes to be filed by the Company with the SEC in writing specifically for inclusion or required to be distributed or otherwise disseminated on behalf of the incorporation by reference in any Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 are were made, not misleading. In furtherance and not misleading (i) in limitation of the foregoing, the information supplied by or on behalf case of the Company for inclusion Proxy Statement, 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 Offer Documents 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 14D-9 willTO, when filedamended and filed in accordance with this Agreement, and the Offer Documents, when distributed or disseminated in accordance with this Agreement, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filing, at the time of such distribution or dissemination and at the rules and regulations time of consummation of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations ; provided that this representation and warranties contained in this Section 5.09 warranty will not apply to statements included or omissions in the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company Royalty Pharma or Merger Subsidiary in writing by Parent the Company specifically for use inclusion or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 the 1934 Act. (b) Any Company Disclosure Document, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, 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 are were made, not misleading. In furtherance and not in limitation of the foregoing, the . (c) The information supplied by or on behalf of with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for inclusion use in the Offer Documents or the Schedule 14D-9 willTO, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Parent Schedule 14D-9 are mailed to stockholders 13E-3 (or any amendment or supplement thereto), at the time of the Company filing, at the time of any distribution or dissemination and at the Acceptance Time, time of the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableconsummation 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. The representations and warranties contained in this Section 5.09 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 or and the Parent Schedule 14D-9 13E-3 based upon information furnished to the Company in writing supplied by Parent or Purchaser or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement Agreement, including the Schedule 14D-9 to be filed with the SEC in connection with the Merger (collectively, together with any amendments or supplements thereto, the “Company Disclosure 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 Disclosure Document, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, 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 are were made, not misleading. In furtherance . (c) 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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, Schedule TO, Offer Documents or the and Schedule 14D-9 13E-3 based upon information furnished to the Company in writing supplied by Parent or Merger Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of by the Company to the Company’s stockholders after the date hereof its shareholders in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make Transactions including, without limitation, the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoingSchedule 14D-9, the information supplied statement to be filed by or on behalf of the Company for inclusion in connection with the Offer Documents pursuant to Rule 14f-1 promulgated under the Exchange Act (as amended or supplemented from time to time, the Schedule 14D-9 will"INFORMATION STATEMENT") and the Company Proxy Statement, if any, to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable (collectively, the "COMPANY DISCLOSURE DOCUMENTS"), collectively, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the . (i) The Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Proxy 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), the Schedule 14D-9, and the Information Statement at the respective times such documents and any amendments or supplements thereto are filed with the SEC and at the time of any distribution or dissemination thereof to shareholders 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. The representations and warranties contained in this Section 5.09 5.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by or on behalf of Parent or Merger Subsidiary specifically for use therein. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the filing thereof with the SEC and at the time of any distribution or dissemination thereof to shareholders of the Company, 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. None (a) The Schedule 14D-9, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the documents required to be filed by Exchange Act and, at the Company with time of such filing or the SEC filing of any amendment or required to be distributed supplement thereto and the time of such distribution or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 are were made, not misleading. In furtherance and not . (b) At the time the proxy statement is to be filed with the SEC in limitation of connection with the foregoing, the information supplied by or on behalf solicitation of the Company for inclusion in Stockholder Approval (the Offer Documents “Company Proxy Statement”) or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are amendment or supplement thereto is first mailed to stockholders of the Company Company, and at the Acceptance Timetime such stockholders vote on the matters set forth therein, the Offer Documents and Schedule 14D-9Company 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 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. . (c) The information with respect to the Company or any of its Subsidiaries that the Company supplies to the Investor 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 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 therein, in light of the circumstances under which they were made, not misleading. (d) The representations and warranties contained in this Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Schedule TO, the Offer Documents Documents, the Company Proxy Statement or the Schedule 14D-9 based upon information furnished to supplied by the Company in writing by Parent Investor or on its behalf specifically for use or incorporation by reference therein.

Disclosure Documents. None The Proxy Statement will comply in all material respects with the applicable requirements of the documents required to be filed Securities Exchange Act except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Proxy Statement. The Proxy Statement will not, at the time the Proxy Statement is filed with the SEC or required first sent to be distributed shareholders or otherwise disseminated on behalf at the time of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will 's shareholders' meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleadingmisleading except that no representation or warranty is being made by the Company with respect to the Parent Information (as defined below) included in the Proxy Statement. In furtherance and not The Schedule 14D-9 will comply in limitation all material respects with the Securities Exchange Act except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Schedule 14D-9. Neither the Schedule 14D-9 nor any of the foregoing, information relating to the information supplied Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and will, at the respective times the Schedule 14D-9 are mailed to stockholders of 14D-9, the Company Schedule TO and the Acceptance Time, the Offer Documents are filed with the SEC and Schedule 14D-9are first published, as supplemented sent or amendedgiven to shareholders of the Company, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement Agreement, including on Schedule 13E-3, (the "Company Disclosure Documents") and any amendments or supplements thereto, will, when filed, comply as to form with the applicable requirements of the Exchange Act and the rules and regulations thereunder. (b) At the time any Company Disclosure Document or any amendment or supplement thereto is first mailed to stockholders of the Company, it 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 filing of any Company Disclosure Documents or any amendment or supplement thereto, not misleading, and from the time of any distribution thereof through the Effective Time each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. In furtherance The representations and warranties contained in paragraphs (a) and (b) of this Section 2.13 will not apply to statements or omissions included in limitation the Company Disclosure Documents, if any, based upon information furnished to the Company in writing by Purchaser specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Purchaser in writing specifically for use in the Schedule 13E-3 (as defined herein), the Preliminary Proxy Statement and the Company Proxy Statement will not, at the time of the foregoingfiling thereof, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between from the time of any distribution thereof through the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Effective Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 2.13(c) will not apply to statements or omissions included in the Offer Documents or Schedule 13E-3, the Schedule 14D-9 Preliminary Proxy Statement (as hereinafter defined) and Company Proxy Statement (as hereinafter defined), if any, based upon information furnished to the Company in writing by Parent Purchaser, or its Affiliates specifically for use therein.

Disclosure Documents. None of the documents required to be filed The information supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Stock issuable in the Parent Stock Issuance will be registered with the SEC (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or required to be distributed supplement, at the time such post-effective amendment or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will supplement becomes effective) 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 were made, not misleading. In furtherance and not in limitation of the foregoing, the The information supplied by or on behalf of the Company for inclusion in the Offer Documents joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to the Schedule 14D-9 will, when filed, comply as to form Company shareholders and Parent stockholders in all material respects connection with the applicable requirements of the Exchange Act Merger and the rules other transactions contemplated by this Agreement (the “Joint Proxy Statement”) shall not, on the date the Joint Proxy Statement, and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are amendments or supplements thereto, is first mailed to stockholders the shareholders of the Company and the Acceptance Timestockholders of Parent, at the Offer Documents and Schedule 14D-9time of the Company Shareholder Approval, as supplemented or amendedat the time of the Parent Stockholder Approval, if applicable, 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. The representations and warranties contained in this Section 5.09 4.09 will not apply to statements or omissions included or incorporated by reference in the Offer Documents or the Schedule 14D-9 Joint Proxy Statement based upon information furnished to the Company in writing by Parent or any of its representatives specifically for use or incorporation by reference therein.

Disclosure Documents. None (a) The information with respect to Parent and any of the documents required its Subsidiaries that Parent supplies to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the specifically for use in any Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 therein, in light of the circumstances under which they are were made, not misleading. In furtherance and not misleading (i) in limitation of the foregoing, the information supplied by or on behalf case of the Company for inclusion 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 Offer Documents 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 14D-9 willTO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing or the filing of any amendment or supplement thereto, at the time of such distribution or dissemination and at the rules and regulations time of consummation of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section 5.09 5.5 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished supplied to Parent or Merger Sub by the Company in writing by Parent or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf to the securityholders of the Company to the Company’s stockholders after the date hereof 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 the Exchange Act. (b) At the time the Company 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 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 required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. In furtherance and not in limitation At the time of the foregoingfiling of any Company Disclosure Document other than the Company 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 a material fact necessary in order to make the information supplied by or on behalf statements made therein, in the light of the Company for inclusion circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Schedule 14D-9 will, when filed, comply as Company furnishes to form Buyer in all material respects writing specifically for use in connection with the applicable requirements proposed offering of bonds of Buyer described in the Commitment Letters (the "New Bond Offering") will not, at the time of the Exchange Act filing, if any, thereof, at the time of any distribution thereof and at the rules and regulations time of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders consummation of the Company and the Acceptance TimeDebt Offer, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents required to be filed by the Company with the SEC (a) The proxy or required to be distributed or otherwise disseminated on behalf information statement of the Company to be filed as part of the Company’s stockholders after Registration Statement with the date hereof SEC in connection with the transactions contemplated by this Agreement will Merger (the “Proxy Statement”) and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the 1934 Act. The Proxy Statement, or any amendment or supplement thereto, shall not, on the date the Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company and at the time of the Company Stockholder Approval, 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 were made, not misleading. In furtherance and not in limitation of the foregoing, the . (b) The information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents registration statement of Parent on Form S-4 or the Schedule 14D-9 will, when filed, comply as any amendment or supplement thereto to form in all material respects be filed with the applicable requirements SEC with respect to the offering of Parent Stock in connection with the Exchange Act and Merger (the rules and regulations of the SEC promulgated thereunder. At any time between “Registration Statement”) shall not at the time the Offer Documents and Registration Statement is declared effective by the Schedule 14D-9 are mailed SEC (or, with respect to stockholders of any post-effective amendment or supplement, at the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented time such post-effective amendment or amended, if applicable, will not supplement becomes effective) 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 light of the circumstances under which they were made, not misleading. (c) The information supplied by the Company for inclusion or incorporation by reference in the Schedule 13E-3 or any amendment or supplement thereto shall not at the time the Schedule 13E-3 or any amendment or supplement thereto is filed with 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 therein, in light of the circumstances under which they were made, not misleading. As used herein, “Schedule 13E-3” means the Rule 13E-3 Transaction Statement on Schedule 13E-3 to be filed with the SEC in connection with this Agreement concurrently with the filing of the Registration Statement. (d) The representations and warranties contained in this Section 5.09 4.09 will not apply to statements or omissions included or incorporated by reference in the Offer Documents Proxy Statement or the Schedule 14D-9 any amendment or supplement thereto based upon information furnished to the Company in writing by Parent or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company 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 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 the 1934 Act. (b) Any Company Disclosure Document, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, 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 are were made, not misleading. In furtherance . (c) 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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section 5.09 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 or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent or Merger Subsidiary or any of their Representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof 's shareholders in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make Transactions (the statements therein"Company Disclosure Documents"), in light of the circumstances under which they are madeincluding, not misleading. In furtherance and not in limitation of the foregoingwithout limitation, the Schedule 14D-9, the proxy or information supplied by or on behalf statement of the Company for inclusion (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the 1934 Act. (i) The Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Proxy 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 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. The representations and warranties contained in this Section 5.09 5.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the filing 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.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make (the statements therein"COMPANY DISCLOSURE DOCUMENTS"), in light of the circumstances under which they are madeincluding, not misleading. In furtherance without limitation, Schedule 14D-9 and not in limitation of the foregoing, the information supplied by or on behalf statement of the Company for inclusion (the "COMPANY INFORMATION STATEMENT"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 supplements thereto, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. 1934 Act. (b) At any time between the time the Offer Documents and the Schedule 14D-9 are Company Information Statement, if one is required, or any amendment or supplement thereto, is first mailed to stockholders of the Company and the Acceptance TimeCompany, the Offer Documents and Schedule 14D-9Company Information 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. At the time of the filing of any Company Disclosure Document (other than the Company Information Statement) or any supplement or amendment thereto 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 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. The representations and warranties contained in this Section 4.9(b) will not apply to statements included in or omissions from the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for use therein. (c) 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 will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s 's stockholders after the date hereof in connection with the transactions contemplated by Transactions (the "Company Disclosure Documents"), including the Schedule 14D-9, 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, 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 the Exchange 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 stockholders of the Company and at the time such stockholders vote on adoption of this Agreement 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 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. In furtherance . (c) 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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section 5.09 4.9 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent or Merger Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None (a) The Schedule TO amendments and the amended Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the documents required to be filed by Exchange Act. (b) The Schedule TO amendments and the Company with amended Offer Documents, at the SEC time of filing, at the time of any distribution or required to be distributed or otherwise disseminated on behalf dissemination thereof and at the time of the Company to consummation of the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 are were made, not misleading. In furtherance and not in limitation . (c) The information with respect to Parent or any of the foregoingits Subsidiaries that Parent or Purchaser furnishes, the information supplied by or on behalf of causes to be furnished, to the Company in writing specifically for inclusion use in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects or other disclosure document filed by the Company with the applicable requirements SEC will not, in the case of any Schedule 14D-9 or other disclosure document filed by the Company with the SEC, at the time of the Exchange Act filing of such 14D-9 or other document or any supplement or amendment thereto, at the time of any distribution or dissemination thereof and at the rules and regulations time of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders consummation of the Company and the Acceptance TimeOffer, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. . (d) The representations and warranties contained in this Section 5.09 will 5.10 do not apply to statements included or omissions in the Schedule TO or the Offer Documents or the Schedule 14D-9 based upon information furnished or caused to the Company be furnished to Parent or Purchaser in writing by Parent the Company specifically for use therein.

Disclosure Documents. None of (a) On the documents required date first filed with the SEC and on the date disseminated to the Company Shareholders, the Schedule 14D-9 and the Proxy Statement (if applicable), to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain Offer and the Merger (the “Company Disclosure Documents”), and any untrue statement of a material fact amendments 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, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9other applicable Law. (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 Company Shareholders and at the time of the meeting of Company Shareholders to consider this Agreement and at the Effective Time, and (ii) Company Disclosure Documents (other than the Proxy Statement), on the date first filed with the SEC and on the date disseminated to the Company Shareholders (or, with respect to any supplement or amendment thereto, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 5.09 5.25 will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent, Merger Sub or the Parent Representatives specifically for use therein. (c) 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 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. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s 's stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make (the statements therein"COMPANY DISCLOSURE DOCUMENTS"), in light of the circumstances under which they are madeincluding, not misleading. In furtherance and not in limitation of the foregoingwithout limitation, the Schedule 14D-9, the proxy or information supplied by or on behalf statement of the Company for inclusion (the "COMPANY PROXY STATEMENT"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the 1934 Act. (i) The Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Proxy 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) 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 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. The representations and warranties contained in this Section 5.09 7.06(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent specifically for use in the Offer Documents, 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.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof shareholders in connection with the transactions contemplated Share Exchange, the Offer and the other Transactions (the “Company Disclosure Documents”), including the Schedule 13E-3 filed by this Agreement the Company, the Schedule 14D-9, and the Company Proxy Statement, if any, to be filed with the SEC in connection with the Share Exchange, 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 the Exchange Act. (b) None of (i) the Schedule 13E-3 filed by the Company, the Schedule 14D-9 and the Company Proxy Statement, at the date each is filed with the SEC (in the case of the Schedule 13E-3 and the Schedule 14D-9), at the date each is first mailed to holders of Public Shares (in the case of the Company Proxy Statement) or at the time of the Company Shareholder Meeting (if such meeting is held) (other than as to information supplied in writing by Purchaser or any of its Affiliates (other than the Company and its Subsidiaries), expressly for inclusion therein, as to which no representation is made), (ii) any information provided by the Company for inclusion in the Offer Documents and the Schedule 13E-3 filed by Purchaser at the date each is filed with the SEC or (iii) any information incorporated by reference from, or based on information in, the Company SEC Reports, at the date each is filed with the SEC, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of The Company will cause the foregoingSchedule 13E-3 filed by it, the information supplied by or on behalf of Schedule 14D-9, the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, Proxy Statement and all related SEC filings to comply as to form in all material respects with the applicable requirements of the Exchange Act applicable thereto and the rules and regulations any other applicable Law as of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders date of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use thereinsuch filing.

Disclosure Documents. None (a) The information with respect to Parent or any of the documents required its Subsidiaries that Parent furnishes to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the in writing specifically for use in any Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 light of the circumstances under which they are were made, not misleading. In furtherance and not misleading (i) in limitation of the foregoing, the information supplied by or on behalf case of the Company for inclusion 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 approval of the Merger, and (ii) in the Offer Documents 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 14D-9 willTO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act 1934 Act, and, at the time of such filing, at the time of such distribution or dissemination and at the rules and regulations time of consummation of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The , provided that the representations and warranties contained in this Section 5.09 6.5 will not apply to statements or omissions included in the Schedule TO and/or the Offer Documents or the Schedule 14D-9 based upon information furnished in writing to Parent or Merger Subsidiary by the Company in writing by Parent or its Subsidiaries specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make (the statements therein“Company Disclosure Documents”), in light of including the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoingSchedule 14D-9, the proxy or information supplied by or on behalf statement of the Company for inclusion in (the Offer Documents “Company Proxy Statement”), if any, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and 1934 Act. (b) Each Company Disclosure Document, at the rules and regulations time of the SEC promulgated thereunder. At filing of such Company Disclosure Document or any time between supplement or amendment thereto and at the time of any distribution or dissemination thereof and, with respect to the Offer Documents and Company Proxy Statement, at the Schedule 14D-9 are mailed to time such stockholders vote on approval of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableMerger, 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. The representations and warranties contained in this Section 5.09 5.9 will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent or Merger Subsidiary in writing 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 light of the circumstances under which they were made, not misleading.

Disclosure Documents. None of the documents required to be information supplied by Parent, or Purchaser or their respective officers, directors, representatives, agents or employees (the "Parent Information") for inclusion in the Proxy Statement will, at the time the Proxy Statement is filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company first mailed to the Company’s stockholders after 's shareholders, at the date hereof time of the Company's shareholders' meeting, contain any untrue statement of a material fact, or will omit to state any material fact necessary in connection 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 the solicitation of proxies for such shareholders' meeting which has become false or misleading. Neither the Schedule TO or the Offer Documents or any amendments thereof or supplements thereto nor any of the Parent Information provided specifically for inclusion in the Schedule 14D-9 will, at the respective times the Schedule TO, the Offer Documents or the Schedule 14D-9 are filed with the transactions contemplated by this Agreement will SEC or first published, sent or given to the Company's shareholders, 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 were made, not misleading. In furtherance and not in limitation of Notwithstanding the foregoing, the neither Parent nor Purchaser makes any representation or warranty with respect to any information that has been supplied by the Company or on behalf its accountants, counsel or other authorized representatives for use in any of the Company for inclusion in foregoing documents. The Schedule TO and the Offer Documents or the Schedule 14D-9 will, when filed, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use thereinAct.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company 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, 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, 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 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 stockholders of the Company and at the time such stockholders vote on adoption of this Agreement and at the Effective Time, 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 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. In furtherance . (c) 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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Company Proxy Statement, the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent or Merger Subsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) None of the documents required information supplied or to be filed supplied in writing by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in the Proxy Statement, if any, will, at the date it is first mailed to the stockholders of the Company’s stockholders after , at the date hereof in connection with time of the transactions contemplated by this Agreement will Company Stockholder Meeting or at the Effective Time, 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 in which they are were made, not misleading. In furtherance and not All documents that the Company is responsible for filing with the SEC in limitation of connection with the foregoingtransactions contemplated herein, 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 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) The written information supplied by the Company expressly for inclusion in the Offer Documents (and any amendment or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, supplement thereto) 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. The Schedule 14D-9 will comply as to form, in all material respects, with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal securities Laws and will not, when filed with the SEC or distributed or disseminated to the Company’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) The representations and warranties contained in this Section 5.09 5.8 will not apply to statements or omissions included in the Offer Documents Proxy Statement or the Schedule 14D-9 to the extent based upon information furnished supplied to the Company in writing by or on behalf of Parent specifically for use thereinor Merger Sub.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make Transaction (the statements therein"Company Disclosure Documents"), in light of the circumstances under which they are madeincluding, not misleading. In furtherance and not in limitation of the foregoingwithout limitation, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 willand the Company Proxy Statement, when filedif any, to 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 the Exchange Act and the rules and regulations of the SEC promulgated thereunder. 1934 Act. (b) At any time between the time the Offer Documents and the Schedule 14D-9 are Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company Company, at the time such stockholders vote on adoption of this Agreement and at the Acceptance Effective Time, the Offer Documents and Schedule 14D-9, 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 required necessary in order to be stated therein 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 Documents (other than the Company Proxy Statement) and at the time of any distribution thereof each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state 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. The representations and warranties contained in this Section 5.09 subsection (b) will not apply to statements included or omissions in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent 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. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s 's stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make (the statements therein"Company Disclosure Documents"), in light of including the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoingSchedule 14D-9, the proxy or information supplied by or on behalf statement of the Company for inclusion (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the 1934 Act. (i) The Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Proxy 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) 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 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. The representations and warranties contained in this Section 5.09 5.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by 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 Offer Documents, 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.

Disclosure Documents. None of the documents required information supplied or to be filed supplied by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to or any Company Subsidiary for inclusion or incorporation by reference in (i) the Company’s stockholders after Form S-4 will, at the date hereof in connection time such document is filed with the transactions contemplated SEC, at any time such document is amended or supplemented or at the time such document is declared effective by this Agreement will 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 therein, in light of the circumstances under which they are made, therein not misleading. In furtherance and not in limitation of , or (ii) the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 Joint Proxy Statement will, when filed, comply as to form in all material respects with at the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are date it is first mailed to the stockholders of the Company and stockholders of Parent, respectively, at the Acceptance time of the Company Stockholder Meeting and the Parent Stockholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the REIT Merger Effective Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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 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, 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. The representations and warranties contained in this Section 5.09 will 4.8 shall not apply to statements or omissions included in the Offer Documents Form S-4 or the Schedule 14D-9 Joint Proxy Statement to the extent based upon information furnished supplied to the Company in writing by Parent specifically for use thereinor on behalf of Parent.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement Agreement, including the Schedule 14D-9 to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto (collectively, the “Company Disclosure 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, 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 are were made, not misleading. In furtherance . (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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableDocuments, 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. The representations and warranties contained in this Section ‎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 or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent Parent, Merger Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof shareholders in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required (the “Company Disclosure Documents”), including the Schedule 13E-3, and the Proxy Statement to be stated therein filed with the SEC in connection with the Transaction and the other transactions contemplated hereby, and any amendments 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, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-91934 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 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 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. The representations and warranties contained in this Section 5.09 6.10(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent or its Representatives specifically for use therein. (c) The information relating to the Company and its Subsidiaries (including Company Virginia Sub) that is provided by the Company or its representatives for inclusion in the F-4, the Schedule 13E-3, the Prospectus, any Company Disclosure Document or in any other document filed with any other Regulatory Agency or Governmental Authority in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.

Disclosure Documents. None of the documents required to be filed by the Company or Parent with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will 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 5.36, none of the information supplied by or on behalf of the Company Company, Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the Offer Documents or the Schedule 14D-9 Registration Statement will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time the Offer Documents and Registration Statement becomes effective under the Schedule 14D-9 are mailed Securities Act (or, with respect to stockholders of any post-effective amendment or supplement, at the Company and the Acceptance Timetime such post-effective amendment or supplement becomes effective), the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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 therein not misleading or (b) the definitive Joint Proxy Statement/Prospectus included in the Registration Statement at the time it becomes effective to be sent to the Company’s stockholders in connection with the Investment Transactions and Porsche’s shareholders in connection with the Acquisition Transactions (including any amendments or supplements, the “Joint Proxy Statement/Prospectus”)] will, at the date it is first mailed to the Company’s stockholders 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. The representations and warranties contained in Notwithstanding the foregoing provisions of this Section 5.09 will not apply 5.36 no representation or warranty is made by the Company, Parent or Merger Sub with respect to information or statements included made or incorporated by reference in the Offer Documents Registration Statement or the Schedule 14D-9 based upon information furnished to Joint Proxy Statement/Prospectus which were not supplied by or on behalf of the Company in writing by Company, Parent specifically for use thereinor Merger Sub.

Disclosure Documents. (a) None of the documents required Schedule 14D-9, the 13E-3 Transaction Statement and the information statement to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 under the Exchange Act (the "Information Statement") nor any of the information supplied by the Company or any of its Subsidiaries specifically for inclusion in the Offer Documents will, at the respective times the Schedule 14D-9, the Information Statement or the Offer Documents (including any amendments or supplements thereto) are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be distributed stated therein or otherwise disseminated on behalf necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. At the respective times when they are filed with the SEC or are first published, sent or given to stockholders, the Schedule 14D-9, the 13E-3 Transaction Statement and the Information Statement (including any amendments or supplements thereto) will comply as to form in all material respects with the applicable requirements of the Exchange Act, and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or the Purchaser or any of its representatives for inclusion in the Schedule 14D-9, the 13E-3 Transaction Statement or the Information Statement (including any amendments or supplements thereto). (b) The proxy or information statement relating to any meeting of the Company’s 's stockholders after the date hereof that may be required to be held in connection with the transactions contemplated by this Agreement Merger (as it may be amended from time to time, the "Company Proxy Statement") will not, when filed with the SEC, at the date mailed to the Company's stockholders and at the time of the meeting of stockholders to be held in connection with the Merger, 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 misleadingmisleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or otherwise. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the The Company for inclusion in the Offer Documents or the Schedule 14D-9 Proxy Statement will, when filedfiled with the SEC by the Company, comply as to form in all material respects with the applicable requirements provisions of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between Notwithstanding the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of foregoing, the Company and makes no representation or warranty with respect to any information supplied by Parent or the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented Purchaser or amended, if applicable, 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, its representatives for inclusion in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use thereinProxy Statement.

Disclosure Documents. (a) None of the documents required information supplied or to be filed supplied in writing by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of any Company Entity for inclusion or incorporation by reference in (i) the Company to Form S-4 will, at the Company’s stockholders after the date hereof in connection time such document is filed with the transactions contemplated SEC, at any time such document is amended or supplemented or at the time such document is declared effective by this Agreement will 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 thereintherein not misleading or (ii) the Proxy Statement/Prospectus will, in light at the date it is first mailed to the stockholders of the circumstances under which they are madeCompany, not misleading. In furtherance and not in limitation at the time of the foregoingStockholder Meeting, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time the Offer Documents and Form S-4 is declared effective by the Schedule 14D-9 are mailed to stockholders of SEC or at the Company and the Acceptance Effective Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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 in which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with this Agreement, the Merger and the other transactions contemplated hereby, to the extent relating to any Company Entity or other information supplied by or on behalf of any Company Entity for inclusion therein, will comply as to form, in all material respects, with the provisions of the 1933 Act or 1934 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) The representations and warranties contained in this Section 5.09 4.9 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Schedule 14D-9 Proxy Statement/Prospectus to the extent based upon information furnished supplied to the Company in writing by or on behalf of Parent specifically for use thereinor Merger Sub.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement Agreement, including the Schedule 14D-9, the Schedule 13E-3 and any amendments or supplements thereto (collectively, the “Company Disclosure Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange 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 are were made, not misleading. In furtherance . (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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. . (d) The representations and warranties contained in this Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Offer Documents or the Schedule 14D-9 Company Disclosure Documents based upon information furnished supplied to Parent or Merger Sub by the Company in writing by Parent or on its behalf specifically for use or incorporation by reference therein.

Disclosure Documents. Section 3.9.1 The Proxy Statement and any Other Filings, and any amendments or supplements thereto, that the Company is responsible for filing at (A) the time the Registration Statement is declared effective, (B) the time the Proxy Statement or such Other Filing (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, and (C) the time of the Company Stockholders’ Meeting, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law. Section 3.9.2 None of the documents required to be filed information supplied by the Company with for use in the SEC Proxy Statement, and any amendments or required supplements thereto, at (A) the time the Registration Statement is declared effective, (B) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to be distributed or otherwise disseminated on behalf the stockholders of the Company, and (C) the time of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement Stockholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. In furtherance and not in limitation None of the foregoing, the information supplied by or on behalf the Company for use in the Registration Statement, at (A) the time the Registration Statement is declared effective, and (B) the time of the Company for inclusion Stockholders’ Meeting, in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableeach case, will not contain any untrue statement of a material fact or omit to state any material fact required necessary in order to be stated therein make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the information supplied by the Company for use in any Other Filing, at the time such Other Filing (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, will 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 5.09 3.9.2 will not apply to statements or omissions included in the Offer Documents Proxy Statement, the Registration Statement or any Other Filings to the Schedule 14D-9 extent based upon information furnished supplied to the Company in writing by Parent specifically or Merger Sub for use therein.

Disclosure Documents. None of the documents required to be filed by the Company with the SEC (a) The proxy or required to be distributed or otherwise disseminated on behalf information statement of the Company to be filed as part of the Company’s stockholders after Registration Statement with the date hereof SEC in connection with the transactions contemplated by this Agreement will Merger (the “Proxy Statement”) and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the 1934 Act. The Proxy Statement, or any amendment or supplement thereto, shall not, on the date the Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company and at the time of the Company Stockholder Approval, 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 were made, not misleading. In furtherance and not in limitation of the foregoing, the . (b) The information supplied by or on behalf of the Company in writing for inclusion or incorporation by reference in the Offer Documents registration statement of Parent on Form S-4 or the Schedule 14D-9 will, when filed, comply as any amendment or supplement thereto to form in all material respects be filed with the applicable requirements SEC with respect to the offering of Parent Stock in connection with the Exchange Act and Merger (the rules and regulations of the SEC promulgated thereunder. At any time between “Registration Statement”) shall not at the time the Offer Documents and Registration Statement is declared effective by the Schedule 14D-9 are mailed SEC (or, with respect to stockholders of any post-effective amendment or supplement, at the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented time such post-effective amendment or amended, if applicable, will not supplement becomes effective) 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 light of the circumstances under which they were made, not misleading. (c) The information supplied by the Company for inclusion or incorporation by reference in the Schedule 13E-3 or any amendment or supplement thereto shall not at the time the Schedule 13E-3 or any amendment or supplement thereto is filed with 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 therein, in light of the circumstances under which they were made, not misleading. As used herein, “Schedule 13E-3” means the Rule 13E-3 Transaction Statement on Schedule 13E-3 to be filed, if applicable, with the SEC in connection with this Agreement concurrently with the filing of the Registration Statement. (d) The representations and warranties contained in this Section 5.09 4.09 will not apply to statements or omissions included or incorporated by reference in the Offer Documents Proxy Statement or the Schedule 14D-9 any amendment or supplement thereto based upon information furnished to the Company in writing by Parent or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of (a) The Soliciting Materials and Stockholder Notice, including any amendments or supplements thereto, will, at the time such documents required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company are first mailed to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, Stockholders (i) comply as to form in all material respects with the applicable requirements of the Exchange Act Delaware Law, and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, will (ii) 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. The representations and warranties contained in this Section 5.09 4.09(a) will not apply to statements or omissions included in the Offer Documents Soliciting Materials or the Schedule 14D-9 Stockholder Notice based upon information furnished to the Company in writing by Parent or its Representatives specifically for use therein. (b) None of the information supplied in writing by the Company or its Representatives for inclusion or incorporation by reference in (i) the application for a CSL Permit to be filed with the Commissioner pursuant to Section 25121 of the CSL, in connection with any issuance of Parent Common Stock as provided under Article 2, including the disclosure documents relating thereto (the “Permit Application”), will, at the time the Permit Application is filed with the Commissioner and at the time the of hearing pursuant to section 25142 of the CSL (the “Fairness Hearing”) is held, 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 or (ii) any registration statement on Form S-4 of Parent registering the issuance of the Stock Consideration pursuant to the terms of this Agreement (together with any amendments or supplements thereto, the “Registration Statement”) will, at the time the Registration Statement or any amendment or supplement becomes effective, 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. None of the documents (i) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9 but excluding for purposes of this Agreement 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 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 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 are were made, not misleading. In furtherance The representations and warranties contained in this Section 4.01 will not apply to statements or omissions included in limitation of the foregoing, the information supplied by or on behalf of the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub specifically for inclusion 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 or Documents, at the time of the filing of the Schedule 14D-9 willTO, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement Agreement, including the Schedule 14D-9, the Schedule 13E-3 to be filed with the SEC in connection with the Merger and any amendments or supplements thereto (collectively, the “Company Disclosure Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange 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 are were made, not misleading. In furtherance . (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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section ‎‎Section 5.09 will shall not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent or Merger Subsidiary or on their behalf specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof shareholders in connection with the transactions contemplated by Transactions (the “Company Disclosure Documents”), including the Schedule 14D-9, the Proxy/Information Statement, if any, 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 in all material respects with the applicable requirements of the Exchange Act. (i) The Proxy/Information Statement, as supplemented or amended, if applicable, at the time such Proxy/Information 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 Proxy/Information 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 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 are were made, not misleading. In furtherance and not , except, in limitation of each case, that no representation or warranty is made by the foregoing, Company regarding any statements or information in the foregoing based on information provided by Parent or Merger Sub for inclusion therein. (c) The information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents or Documents, on the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time date the Offer Documents and the Schedule 14D-9 are mailed first published, sent or given to stockholders holders of the Company and Shares or at any time at or prior to the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were shall be made, not misleading. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make Offer (the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the “Company for inclusion in the Offer Documents or Disclosure Documents”) (including the Schedule 14D-9 willbut excluding for purposes of this representation, when filedfor the avoidance of doubt, comply as to form in all material respects with the applicable requirements Proxy Statement (if applicable)), and any amendments or supplements thereto, at the time of the Exchange Act filing of such Company Disclosure Documents or any supplement or amendment thereto and at the rules time of any distribution or dissemination thereof and regulations at the time of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders consummation of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section 5.09 4.08 will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 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 Subsidiaries that the Company furnishes to Parent or Sub in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and 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. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s 's stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make (the statements therein"Company Disclosure Documents"), in light of the circumstances under which they are madeincluding, not misleading. In furtherance and not in limitation of the foregoingwithout limitation, the Schedule 14D-9 and the proxy or information supplied by or on behalf statement of the Company for inclusion (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the 1934 Act. (i) The Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Proxy 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) 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 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. The representations and warranties contained in this Section 5.09 4.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein. (c) The information with respect to the Company or any of its subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the filing 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.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of to the Company to the Company’s stockholders after the date hereof Stockholders in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required (the “Company Disclosure Documents”), including the Schedule 14D-9, the Proxy Statement, if any, to be stated therein filed with the SEC in connection with the Merger, and any amendments 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, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Act. (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 the Company Stockholders and at the time the Company Stockholders 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 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. The representations If at any time prior to the Effective Time any event with respect to the Company or any of its Subsidiaries shall occur which is required to be described in the Proxy Statement, such event shall be so described, and warranties an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Company Stockholders. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub that is contained in this Section 5.09 will not apply any Company Disclosure Document. (c) The information with respect to statements included the Company or any of its Subsidiaries that the Company furnishes to Parent in writing 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 required to be stated therein or omit to state any material fact required to be stated therein or necessary in order to make the Schedule 14D-9 based upon information furnished to statements made therein, in the Company in writing by Parent specifically for use thereinlight of the circumstances under which they were made, not misleading.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of by the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement Transactions, including the Schedule 14D-9 to be filed with the SEC in connection with the Offer, and any amendments or supplements thereto (collectively, the “Company Disclosure 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, 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 are were made, not misleading. In furtherance . (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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableDocuments, 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. The representations and warranties contained in this Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO or the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent Parent, Merger Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents required to be filed The information supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Stock issuable as part of the Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or required to be distributed supplement, at the time such post-effective amendment or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will supplement becomes effective) 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 were made, not misleading. In furtherance and not in limitation of the foregoing, the The information supplied by or on behalf of the Company for inclusion in the Offer Documents or proxy statement/prospectus to be filed as part of the Schedule 14D-9 will, when filed, comply as to form in all material respects Registration Statement with the applicable requirements of SEC and to be sent to the Exchange Act Company shareholders in connection with the Merger and the rules other transactions contemplated by this Agreement (the “Proxy Statement”), or any amendment or supplement thereto, shall not, on the date the Proxy Statement, and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are amendments or supplements thereto, is first mailed to stockholders the shareholders of the Company and or at the Acceptance Timetime of the Company Shareholder Approval, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 4.09 will not apply to statements or omissions included or incorporated by reference in the Offer Documents or the Schedule 14D-9 Proxy Statement based upon information furnished to the Company in writing supplied by Parent Parent, Merger Subsidiary or any of their respective representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof 's shareholders in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make Transactions (the statements therein"Company Disclosure Documents"), in light of the circumstances under which they are madeincluding, not misleading. In furtherance and not in limitation of the foregoingwithout limitation, the Schedule 14D-9, the proxy or information supplied by or on behalf statement of the Company for inclusion (the "Company Merger Proxy Statement"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the 1934 Act. (i) The Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Merger 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 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 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, 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. The representations and warranties contained in this Section 5.09 5.9(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the filing 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.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company 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, 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, 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 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 stockholders of the Company and at the time such stockholders 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 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. In furtherance and not in limitation of ; provided, however, no representation or warranty is made by the foregoing, the Company with respect to information supplied by Parent or on behalf of the Company Merger Subsidiary specifically for inclusion in any Company Disclosure Document. (c) The information with respect to the Company that the Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents or Documents, at the time of the filing of the Schedule 14D-9 willTO or any amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this 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 or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent or Merger Subsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of by the Company to the Company’s 's stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 the Exchange Act. Any Company Disclosure Document, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, 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 are were made, not misleading. In furtherance and not in limitation of Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or 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 or Documents, on the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time date the Offer Documents and the Schedule 14D-9 are mailed first published, sent or given to stockholders holders of the Company and the Acceptance TimeShares, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were shall be made, not misleading. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement Agreement, including the Schedule 14D-9 to be filed with the SEC in connection with the Offer and the Proxy Statement to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto (collectively, the “Company Disclosure 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, 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 are were made, not misleading. In furtherance . (b) The information with respect to the Company or any of its Subsidiaries (i) that the Company supplies to Parent specifically for use in the Schedule TO and not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and (ii) that is included in the Schedule 14D-9 are mailed to stockholders Proxy Statement, at the time of each filing of the Proxy Statement or any amendment or supplement thereto, and at the time of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableshareholders meeting, 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. The representations and warranties contained in this Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO, the Offer Documents or the Schedule 14D-9 Proxy Statement based upon information furnished to the Company in writing supplied by Parent Parent, Merger Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof 's shareholders in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including the Schedule 14D-9, 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, 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 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 approval of the Merger and adoption of the Plan of Merger, 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, 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 are were made, not misleading. In furtherance . (c) 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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of consummation of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this 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 or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent or Merger Subsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and (a) The Schedule 14D-9, as supplemented and any amendments or amendedsupplements thereto, if applicableat the time of the filing of such Schedule 14D-9 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 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. The representations and warranties contained in this Section 5.09 4.08 will not apply to statements or omissions included in the Offer Documents or the Schedule 14D-9 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 Subsidiaries that the Company furnishes to Parent or Sub in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and 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. (c) Except for the representations and warranties made by the Company in this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Company Subsidiary, or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and the Company hereby disclaims any such other representations and warranties.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of by the Company to the Company’s stockholders after the date hereof shareholders in connection with the transactions contemplated by this Agreement 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 the Exchange Act. Any Company Disclosure Document, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, 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 are were made, not misleading. In furtherance and not in limitation of Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Company Disclosure Documents based on information supplied by Parent or any Affiliate thereof in writing 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 or Documents, on the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time date the Offer Documents and the Schedule 14D-9 are mailed first published, sent or given to stockholders holders of the Company and the Acceptance TimeShares, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were shall be made, not misleading. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None (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, at the time of the documents required to be filed by filing of such Company Disclosure Document or any supplement or amendment thereto, at the Company with time of any distribution or dissemination thereof and at the SEC or required to be distributed or otherwise disseminated on behalf time of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light consummation of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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 Schedule TO and the Offer Documents, 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 the Exchange Act. The Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and the Offer Documents or any supplement or amendment thereto and 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. The representations and warranties contained in this Section 5.09 6.7 will not apply to statements or omissions included in the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company Parent or Merger Sub in writing by Parent the Company specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company 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, the Proxy Statement, if any, 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 in all material respects with the applicable requirements of 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 stockholders of the Company and at the time such stockholders 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 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. In furtherance . (c) 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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this 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 or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent or Merger Subsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None (a) The information with respect to Parent and any of the documents required its Subsidiaries that Parent supplies to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the specifically for use in any Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 therein, in light of the circumstances under which they are were made, not misleading. In furtherance and not misleading (i) in limitation of the foregoing, the information supplied by or on behalf case of the Company for inclusion 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 approval of the Merger and adoption of the Plan of Merger, and (ii) in the Offer Documents 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, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer. (a) The Schedule 14D-9 willTO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filing or the filing of any amendment or supplement thereto, at the time of such distribution or dissemination and at the rules and regulations time of consummation of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section 5.09 6.05 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished supplied to Parent or Merger Subsidiary by the Company in writing by Parent or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None (a) The information with respect to Parent and any of the documents required its Subsidiaries that Parent supplies to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the specifically for use in any Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 therein, in light of the circumstances under which they are were made, not misleading. In furtherance and not misleading (i) in limitation of the foregoing, the information supplied by or on behalf case of the Company for inclusion 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 approval of the Merger and adoption of the Plan of Merger, and (ii) in the Offer Documents 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, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer. (b) The Schedule 14D-9 willTO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filing or the filing of any amendment or supplement thereto, at the time of such distribution or dissemination and at the rules and regulations time of consummation of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section 5.09 6.05 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished supplied to Parent or Merger Subsidiary by the Company in writing by Parent or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents required to be information supplied by Parent, or Purchaser or their respective officers, directors, representatives, agents or employees (the "Parent Information") for inclusion in the Proxy Statement, if required, will, at the time the Proxy Statement is filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company first mailed to the Company’s stockholders after 's shareholders, and at the date hereof time of the Company's shareholders' meeting, contain any untrue statement of a material fact, or will omit to state any material fact necessary in connection 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 the solicitation of proxies for the shareholders' meeting which has become false or misleading. Neither the Schedule TO or the Offer Documents or any amendments or supplements nor any of the Parent Information provided specifically for inclusion in the Schedule 14D-9 will, at the respective times the Schedule TO, the Offer Documents or the Schedule 14D-9 are filed with the transactions contemplated by this Agreement will SEC or first published, sent or given to the Company's shareholders, 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 were made, not misleading. In furtherance and not in limitation of Notwithstanding the foregoing, the neither Parent nor Purchaser makes any representation or warranty with respect to any information that has been supplied by the Company or on behalf its accountants, counsel or other authorized representatives for use in any of the Company for inclusion in foregoing documents. The Schedule TO and the Offer Documents or the Schedule 14D-9 will, when filed, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use thereinAct.

Disclosure Documents. None of the documents required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of by the Company (or on its behalf) to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent or its Representatives specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of by the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 the Exchange Act. Any Company Disclosure Document, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, 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 are were made, not misleading. In furtherance and not in limitation of Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or 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 or Documents, on the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time date the Offer Documents and the Schedule 14D-9 are mailed first published, sent or given to stockholders holders of the Company and the Acceptance TimeShares, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were shall be made, not misleading. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof shareholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, 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, 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 the 1934 Act. (a) (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 approval of the Merger and adoption of the Plan of Merger, 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, 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 are were made, not misleading. In furtherance . (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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of consummation of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this 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 or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent or Merger Subsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None (a) The information with respect to Parent and any of the documents required its Subsidiaries that Parent supplies to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the in writing specifically for use in any Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 therein, in light of the circumstances under which they are were made, not misleading. In furtherance and not misleading (i) in limitation of the foregoing, the information supplied by or on behalf case of the Company for inclusion 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 Offer Documents 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 and at the time of the consummation of the Offer. (b) The Schedule 14D-9 willTO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filing or the filing of any amendment or supplement thereto, at the time of such distribution or dissemination and at the rules and regulations time of consummation of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section 5.09 6.05 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished supplied to Parent or Merger Subsidiary by the Company in writing by Parent or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company 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, 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, 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 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 stockholders of the Company and at the time such stockholders vote on adoption of this Agreement and at the Effective Time, 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 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. In furtherance . (c) 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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this 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 or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent or Merger Subsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None The Proxy Statement, if required, will comply in all material respects with the applicable requirements of the documents required to be filed Securities Exchange Act except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Proxy Statement. The Proxy Statement, if required, will not, at the time the Proxy Statement is filed with the SEC or required first sent to be distributed shareholders or otherwise disseminated on behalf at the time of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will 's shareholders' meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleadingmisleading except that no representation or warranty is being made by the Company with respect to the Parent Information (as defined below) included in the Proxy Statement. In furtherance and not The Schedule 14D-9 will comply in limitation all material respects with the Securities Exchange Act except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Schedule 14D-9. Neither the Schedule 14D-9 nor any of the foregoing, information relating to the information supplied Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and will, at the respective times the Schedule 14D-9 are mailed to stockholders of 14D-9, the Company Schedule TO and the Acceptance Time, the Offer Documents are filed with the SEC and Schedule 14D-9are first published, as supplemented sent or amendedgiven to shareholders of the Company, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None (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, at the time of the documents required to be filed by filing of such Company Disclosure Document or any supplement or amendment thereto, at the Company with time of any distribution or dissemination thereof and at the SEC or required to be distributed or otherwise disseminated on behalf time of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light consummation of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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 Schedule TO and the Offer Documents, 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 the Exchange Act. The Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and the Offer Documents or any supplement or amendment thereto and 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. The representations and warranties contained in this Section 5.09 5.6(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company Parent or Purchaser in writing by Parent the Company specifically for use therein.

Disclosure Documents. None of the documents required to be filed The information supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable as the Mixed Election Stock Consideration or Stock Election Consideration will be registered with the SEC (as amended or required supplemented from time to be distributed time, the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or otherwise disseminated on behalf of supplement, at the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will time such post-effective amendment or supplement becomes effective) 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 were made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf The proxy statement of the Company for inclusion to be filed with the SEC in connection with the Offer Documents Mergers (as amended or supplemented from time to time, the Schedule 14D-9 “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder1934 Act. At any time between the time the Offer Documents Proxy Statement and the Schedule 14D-9 are any amendments or supplements thereto is first mailed to the stockholders of the Company and at the Acceptance Timetime of the Company Stockholder Approval, the Offer Documents and Schedule 14D-9Proxy Statement, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 ‎Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Offer Documents or the Schedule 14D-9 Proxy Statement based upon information furnished to supplied by Parent, the Company in writing by Parent Merger Subs or any of their respective representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be -------------------- filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s 's stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue (the "COMPANY DISCLOSURE DOCUMENTS"), including the Schedule 14D-9 and the proxy or information 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, the information supplied by or on behalf of the Company for inclusion (the "PROXY STATEMENT"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Act. (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 stockholders of the Company and at the time such stockholders 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 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. The representations and warranties contained in this Section 5.09 4.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by 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 Offer Documents, 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.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make Offer (the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the "Company for inclusion in the Offer Documents or Disclosure Documents") (including the Schedule 14D-9 willbut excluding for purposes of this representation, when filedfor the avoidance of doubt, comply as to form in all material respects with the applicable requirements Proxy Statement (if applicable)), and any amendments or supplements thereto, at the time of the Exchange Act filing of such Company Disclosure Documents or any supplement or amendment thereto and at the rules time of any distribution or dissemination thereof and regulations at the time of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders consummation of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section 5.09 4.08 will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 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 Subsidiaries that the Company furnishes to Parent or Sub in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and 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. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company 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, the Proxy Statement, if any, 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 in all material respects with the applicable requirements of 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 stockholders of the Company and at the time such stockholders 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 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. In furtherance . (c) 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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section ‎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 or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent or Merger Subsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof 's shareholders in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make (the statements therein"Company Disclosure Documents"), in light of the circumstances under which they are madeincluding, not misleading. In furtherance and not in limitation of the foregoingwithout limitation, the Schedule 14D-9 and the proxy or information supplied by or on behalf statement of the Company for inclusion (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the 1934 Act. (i) The Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Proxy 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 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. The representations and warranties contained in this Section 5.09 4.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents furnished or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein. (c) The information with respect to the Company or any of its subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the filing 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.

Disclosure Documents. None The Offer Documents will contain at the time they are mailed to the shareholders of the documents Company (or will be amended in a timely manner so as to contain) all information which is required to be filed by the Company included therein in accordance with the SEC or required Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the Exchange Act and any other applicable Law. At the time the Offer Documents are mailed to be distributed or otherwise disseminated on behalf the shareholders of the Company or at any time between the time the Offer Documents are mailed to the Company’s stockholders after shareholders of the date hereof in connection with Company and the transactions contemplated by this Agreement acceptance of shares of Company Common Stock pursuant to the Offer, 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 the light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is hereby made by the Parent or Acquisition Co. with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company or information derived from the Company's public SEC filings which is included or incorporated by reference in, the Offer Documents. In furtherance and not in limitation None of the foregoing, the information supplied or to be supplied in writing by or on behalf of the Company Parent for inclusion in the Offer Documents or the Schedule 14D-9 Proxy Statement will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time the Offer Documents and the Schedule 14D-9 are Proxy Statement is mailed to stockholders the shareholders of the Company and or at the Acceptance Time, time of the Offer Documents and Schedule 14D-9, as supplemented Company Shareholder Meeting (or amendedany adjournment or postponement thereof), if applicablerequired, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or any other applicable Governmental Entity or required to be distributed or otherwise disseminated on behalf of to the Company to the Company’s stockholders after the date hereof Shareholders in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required (the “Company Disclosure Documents”), including the Proxy Statement, to be stated therein filed with the SEC in connection with the Merger, and any amendments 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, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9other applicable Law. (i) The Proxy Statement, as supplemented or amended, if applicableat the time such Proxy Statement or any amendment or supplement thereto is first mailed to Company Shareholders and at the time of the Company Shareholders’ Meeting and at the Effective Time, and (ii) the Company Disclosure Documents (other than the Proxy Statement), 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, 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. The representations and warranties contained in this Section 5.09 4.10 will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent or Merger Sub specifically for use therein.

Disclosure Documents. None (a) The Schedule 14D-9 and any other Company Disclosure Document, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the documents required to be filed by Exchange Act. (b) The Schedule 14D-9 and any other Company Disclosure Document, at the Company with time of filing, at the SEC time of any distribution or required to be distributed or otherwise disseminated on behalf dissemination thereof and at the time of the Company to consummation of the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 are were made, not misleading. In furtherance . (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes, or causes to be furnished, to Parent in writing specifically for use in the Schedule TO and not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents or the Schedule 14D-9 willTO, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. . (d) The representations and warranties contained in this Section 5.09 5.8 will not apply be deemed to relate to statements included or omissions in the Offer Documents or the Schedule 14D-9 or any other Company Disclosure Document based upon information furnished or caused to be furnished to the Company in writing by Parent or Purchaser specifically for use therein.

Disclosure Documents. None of the documents Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the proxy statement of the Company (the “Company Proxy Statement”) 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 in all material respects with the applicable requirements of the 1934 Act and the rules and regulations thereunder. None of the Company Disclosure Documents will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations 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 warranties contained 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; provided, that this Section 5.09 will representation and warranty does not apply to any statements included or omissions in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished (or not furnished) to the Company in writing by Parent or Merger Sub specifically for use therein.

Disclosure Documents. None The Proxy Statement will comply in all material respects with the applicable requirements of the documents required to be filed Securities Exchange Act except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Proxy Statement. The Proxy Statement will not, at the time the Proxy Statement is filed with the SEC or required first sent to be distributed shareholders or otherwise disseminated on behalf at the time of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will 's shareholders' meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleadingmisleading except that no representation or warranty is being made by the Company with respect to the Parent Information (as defined below) included in the Proxy Statement. In furtherance and not The Schedule 14D-9 will comply in limitation all material respects with the Securities Exchange Act except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Schedule 14D-9. Neither the Schedule 14D-9 nor any of the foregoing, information relating to the information supplied Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Offer Documents Schedule 14D-1 or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and will, at the respective times the Schedule 14D-9 are mailed to stockholders of 14D-9, the Company Schedule 14D-1 and the Acceptance Time, the Offer Documents are filed with the SEC and Schedule 14D-9are first published, as supplemented sent or amendedgiven to shareholders of the Company, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make (the statements therein“Company Disclosure Documents”), in light of including the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoingSchedule 14D-9, the proxy or information supplied by or on behalf statement of the Company for inclusion (the “Company Proxy Statement”), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations 1934 Act. Table of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Contents (b) (i) The Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Proxy 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 at the Effective Time, 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 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. The representations and warranties contained in this Section 5.09 5.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by or on behalf of the 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. None of the documents required to be information supplied by Parent, or Purchaser or their respective officers, directors, representatives, agents or employees (the "PARENT INFORMATION") for inclusion in the Proxy Statement will, at the time the Proxy Statement is filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company first mailed to the Company’s stockholders after 's shareholders, at the date hereof time of the Company's shareholders' meeting, contain any untrue statement of a material fact, or will omit to state any material fact necessary in connection 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 the solicitation of proxies for such shareholders' 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 the Parent 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 transactions contemplated by this Agreement will SEC or first published, sent or given to the Company's shareholders, 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 were made, not misleading. In furtherance and not in limitation of Notwithstanding the foregoing, the neither Parent nor Purchaser makes any representation or warranty with respect to any information that has been supplied by the Company or on behalf its accountants, counsel or other authorized representatives for use in any of the Company for inclusion in foregoing documents. The Schedule 14D-1 and the Offer Documents or the Schedule 14D-9 will, when filed, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use thereinAct.

Disclosure Documents. None (a) 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 documents required to be filed by Exchange Act. (b) The Schedule TO and the Company with Offer Documents, at the SEC time of filing, at the time of any distribution or required to be distributed or otherwise disseminated on behalf dissemination thereof and at the time of the Company to consummation of the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 are were made, not misleading. In furtherance and not in limitation . (c) The information with respect to Parent or any of the foregoingits Subsidiaries that Parent or Purchaser furnishes, the information supplied by or on behalf of causes to be furnished, to the Company in writing specifically for inclusion use in the Offer Documents or the Schedule 14D-9 willor any other Company Disclosure Document will not, when filed, comply as to form in all material respects with at the applicable requirements time of the Exchange Act filing of such Company Disclosure Document or any supplement or amendment thereto, at the time of any distribution or dissemination thereof and at the rules and regulations time of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders consummation of the Company and the Acceptance TimeOffer, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. . (d) The representations and warranties contained in this Section 5.09 6.4 will not apply be deemed to relate to statements included or omissions in the Schedule TO or the Offer Documents or the Schedule 14D-9 based upon information furnished or caused to the Company be furnished to Parent or Purchaser in writing by Parent the Company specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of by the Company to the Company’s 's stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make (the statements therein"COMPANY DISCLOSURE DOCUMENTS"), in light of including the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoingSchedule 14D-9, the proxy or information supplied by or on behalf statement of the Company for inclusion (the "COMPANY PROXY STATEMENT"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and 1934 Act. (b) Any Company Disclosure Document (other than the rules and regulations Company Proxy Statement), at the time of the SEC promulgated thereunder. At filing of such Company Disclosure Document or any time between supplement or amendment thereto and at the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented any distribution or amended, if applicabledissemination 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 5.09 5.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by 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 Offer Documents, 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.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement Agreement, including the Schedule 14D-9, the Schedule 13E-3 to be filed with the SEC in connection with the Merger and any amendments or supplements thereto (collectively, the “Company Disclosure Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange 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 are were made, not misleading. In furtherance . (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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in the Offer Documents Schedule TO or the Schedule 14D-9 willany amendment or supplement thereto, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between at the time of any distribution or dissemination of the Offer Documents and at the Schedule 14D-9 are mailed to stockholders time of the Company and consummation of the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableOffer, 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. The representations and warranties contained in this Section 5.09 will shall not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent or Merger Subsidiary or on their behalf specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents required to be filed The information supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable as the Mixed Election Stock Consideration or Stock Election Consideration will be registered with the SEC (as amended or required supplemented from time to be distributed time, the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or otherwise disseminated on behalf of supplement, at the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will time such post-effective amendment or supplement becomes effective) 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 were made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf The proxy statement of the Company for inclusion to be filed with the SEC in connection with the Offer Documents Mergers (as amended or supplemented from time to time, the Schedule 14D-9 “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder1934 Act. At any time between the time the Offer Documents Proxy Statement and the Schedule 14D-9 are any amendments or supplements thereto is first mailed to the stockholders of the Company and at the Acceptance Timetime of the Company Stockholder Approval, the Offer Documents and Schedule 14D-9Proxy Statement, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 4.09 will not apply to statements or omissions included or incorporated by reference in the Offer Documents or the Schedule 14D-9 Proxy Statement based upon information furnished to supplied by Parent, the Company in writing by Parent Merger Subs or any of their respective representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents required to be information supplied by Parent, its officers, directors, representatives, agents or employees (the "Parent Information") for inclusion in the Proxy Statement will, at the time the Proxy Statement is filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company first mailed to the Company’s stockholders after 's Stockholders, at the date hereof 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 connection 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 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 the Parent 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 transactions contemplated by this Agreement will SEC or first published, sent or given to the Company's Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. In furtherance and not in limitation of Notwithstanding the foregoing, the neither Parent nor Purchaser makes any representation or warranty with respect to any information that has been supplied by the Company or on behalf its accountants, counsel or other authorized representatives for use in any of the Company for inclusion in foregoing documents. The Schedule 14D-1 and the Offer Documents or the Schedule 14D-9 will, when filed, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use thereinAct.

Disclosure Documents. None The Proxy Statement will comply in all material respects with the applicable requirements of the documents required to be filed Securities Exchange Act except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Proxy Statement. The Proxy Statement will not, at the time the Proxy Statement is filed with the SEC or required first sent to be distributed or otherwise disseminated on behalf Stockholders, at the time of the Company to Company's Stockholders' meeting or at the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement will Effective Time, 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 were made, not misleadingmisleading except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Proxy Statement. In furtherance and not The Schedule 14D-9 will comply in limitation all material respects with the Securities Exchange Act except that no representation or warranty is being made by the Company with respect to the Parent Information included in the Schedule 14D-9. Neither the Schedule 14D-9 nor any of the foregoing, information relating to the information supplied Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Offer Documents Schedule 14D-1 or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and will, at the respective times the Schedule 14D-9 are mailed to stockholders of 14D-9, the Company Schedule 14D-1 and the Acceptance Time, the Offer Documents are filed with the SEC and Schedule 14D-9are first published, as supplemented sent or amendedgiven to Stockholders of the Company, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. None (a) 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 documents required to be filed by Exchange Act. (b) The Schedule TO and the Company with Offer Documents, at the SEC time of filing, at the time of any distribution or required to be distributed or otherwise disseminated on behalf dissemination thereof and at the time of the Company to consummation of the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 are were made, not misleading. In furtherance and not . (c) The information with respect to Parent or any of its Subsidiaries that Parent or Purchaser furnishes, or causes to be furnished, to the Company in limitation writing specifically for use in any Company Disclosure Document will not, in the case of any Company Disclosure Document, at the time of the foregoingfiling of such Company Disclosure Document or any supplement or amendment thereto, at the information supplied by time of any distribution or on behalf dissemination thereof and at the time of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements consummation of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance TimeOffer, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. . (d) The representations and warranties contained in this Section 5.09 will 6.4 do not apply to statements included or omissions in the Schedule TO or the Offer Documents or the Schedule 14D-9 based upon information furnished or caused to the Company be furnished to Parent or Purchaser in writing by Parent the Company specifically for use therein.

Disclosure Documents. None of the documents required information supplied or to be filed supplied by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Company Schedule 14D-9 will, at the time such document is filed with the SEC, at any time it is amended or supplemented, at the time it is published, sent or given to the Company’s stockholders after holders of Shares, at the date hereof in connection with time of commencement of the transactions contemplated by this Agreement will Offer or at the time of 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 therein, in light of the circumstances under which they are made, therein not misleading. In furtherance and not in limitation The Offer Documents, at the time such documents are filed with the SEC, at any time they are amended or supplemented, at the time they are published, sent or given to the holders of Shares, at the time of commencement of the foregoing, Offer and or at the information supplied by or on behalf time of the Company for inclusion in consummation of the Offer Documents or the Schedule 14D-9 willOffer, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and all other Applicable Laws. The Offer Documents, at the rules and regulations time such documents they are filed with the SEC, at any time they are amended or supplemented, at the time they are published, sent or given to the holders of Shares, at the time of commencement of the SEC promulgated thereunder. At any time between Offer and at the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and consummation of the Acceptance TimeOffer, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained ; provided, however, that no representation or warranty is made by Parent or Merger Sub with respect to information supplied in this Section 5.09 will not apply to statements included writing by or on behalf the Company or any of its Representatives specifically for inclusion or incorporation by reference in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use thereinDocuments.

Disclosure Documents. None (a) The Schedule TO amendments and the amended Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the documents required to be filed by Exchange Act. (b) The Schedule TO amendments and the Company with amended Offer Documents, at the SEC time of filing, at the time of any distribution or required to be distributed or otherwise disseminated on behalf dissemination thereof and at the time of the Company to consummation of the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 are were made, not misleading. In furtherance and not . (c) The information with respect to Parent or any of its Subsidiaries that Parent or Purchaser furnishes, or causes to be furnished, to the Company in limitation writing specifically for use in the Schedule 14D­9 or other disclosure document filed by the Company with the SEC will not, in the case of any Schedule 14D­9 or other disclosure document filed by the Company with the SEC, at the time of the foregoingfiling of such 14D­9 or other document or any supplement or amendment thereto, at the information supplied by time of any distribution or on behalf dissemination thereof and at the time of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements consummation of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance TimeOffer, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. . (d) The representations and warranties contained in this Section 5.09 will 5.10 do not apply to statements included or omissions in the Schedule TO or the Offer Documents or the Schedule 14D-9 based upon information furnished or caused to the Company be furnished to Parent or Purchaser in writing by Parent the Company specifically for use therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement 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 the 1934 Act. (b) Any Company Disclosure Document, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, 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 are were made, not misleading. In furtherance and not in limitation of the foregoing, the . (c) The information supplied by or on behalf of with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for inclusion use in the Offer Documents or the Schedule 14D-9 willTO, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Parent Schedule 14D-9 are mailed to stockholders of 13E-3 (or any amendment or supplement thereto), at the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicabletime that it is so supplied, 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. . (d) The representations and warranties contained in this Section 5.09 will 4.09 do not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO, the Offer Documents or and the Parent Schedule 14D-9 13E-3 based upon information furnished to the Company in writing supplied by Parent or Purchaser or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) None of the documents required information supplied or to be filed supplied by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to or any Company Subsidiary for inclusion or incorporation by reference in (i) the Company’s stockholders after Form S-4 will, at the date hereof in connection time such document is filed with the transactions contemplated SEC, at any time such document is amended or supplemented or at the time such document is declared effective by this Agreement will 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 therein, in light of the circumstances under which they are made, therein not misleading. In furtherance and not in limitation of , or (ii) the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 Joint Proxy Statement will, when filed, comply as to form in all material respects with at the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are date it is first mailed to the stockholders of the Company and shareholders of Parent, respectively, at the Acceptance time of the Company Stockholder Meeting and the Parent Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the REIT Merger Effective Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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 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, 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) The representations and warranties contained in this Section 5.09 will 4.8 shall not apply to statements or omissions included in the Offer Documents Form S-4 or the Schedule 14D-9 Joint Proxy Statement to the extent based upon information furnished supplied to the Company in writing by Parent specifically for use thereinor on behalf of Parent.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s 's stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make Transactions (the statements therein"Company Disclosure Documents"), in light of the circumstances under which they are madeincluding, not misleading. In furtherance and not in limitation of the foregoingwithout limitation, the Schedule 14D-9, the proxy or information supplied by or on behalf statement of the Company for inclusion (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the 1934 Act. (i) The Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Proxy 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) 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 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. The representations and warranties contained in this Section 5.09 5.10(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use therein. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the filing 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.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement Agreement, including the Schedule 14D-9 to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto (collectively, the “Company Disclosure 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, 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 are were made, not misleading. In furtherance . (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 not in limitation the Offer Documents, at the time of the foregoing, the information supplied by or on behalf filing of the Company for inclusion in Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicableDocuments, 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. The representations and warranties contained in this 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 or the Schedule 14D-9 based upon information furnished to the Company in writing supplied by Parent Parent, Merger Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company to the Company’s 's stockholders after the date hereof in connection with the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make (the statements therein"Company Disclosure Documents"), in light of the circumstances under which they are madeincluding, not misleading. In furtherance and not in limitation of the foregoingwithout limitation, the Schedule 14D-9, the proxy or information supplied by or on behalf statement of the Company for inclusion (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Offer Documents Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the 1934 Act. (i) The Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Proxy 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) 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 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. The representations and warranties contained in this Section 5.09 7.06(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent specifically for use in the Offer Documents, 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.

Disclosure Documents. None of the documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the to Company to the Company’s stockholders after the date hereof Shareholders in connection with the transactions contemplated by this Agreement will contain any untrue (the “Company Disclosure Documents”), including the Schedule 14D-9, and the proxy or information 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, the information supplied by or on behalf of the Company for inclusion (the “Proxy Statement”), if any, to be filed with the SEC in connection with the Offer Documents and the Merger, and any amendments or the Schedule 14D-9 willsupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9Act. (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 Company Shareholders and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) the Company Disclosure Documents (other than the Proxy Statement), 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, 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. The representations and warranties contained in this Section 5.09 5.6 will not apply to statements or omissions included in the Offer Company Disclosure Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent or Merger Sub specifically for use therein. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent or Merger Sub in writing 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. None of The Schedule 13E-4 and the documents required to be filed Schedule 14D-9 will comply in all material respects with the Securities Exchange Act, except that no representation or warranty is being made by the Company with respect to the SEC Parent Information (as defined below) included in the Schedule 13E-4 or required the Schedule 14D-9. Neither the Schedule 13E-4 nor the Schedule 14D-9 nor any of the information relating to be distributed the Company or otherwise disseminated its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule 14D-1 or the Offer Documents will, at the respective times the Schedule 13E-4, the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are filed with the SEC and are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement will comply in all material respects with the applicable requirements of the Securities Exchange Act, except that no representation or warranty is being made by the Company with respect to the Company’s stockholders after Parent Information included in the date hereof in connection Proxy Statement. The Proxy Statement will not, at the time the Proxy Statement is filed with the transactions contemplated by this Agreement will SEC or first sent to stockholders or at the time of the Company's stockholders' meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply misleading except that no representation or warranty is being made by the Company with respect to statements the Parent Information included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use thereinProxy Statement.

Disclosure Documents. None of the documents required information supplied or to be filed supplied by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company for inclusion or incorporation by reference in the Offer Documents will, at the time such documents are filed with the SEC, at any time they are amended or supplemented, at the time they are published, sent or given to the Company’s stockholders after holders of Shares, at the date hereof in connection with time of commencement of the transactions contemplated by this Agreement will Offer or at the time of 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 therein, in light of the circumstances under which they are made, not misleading. In furtherance and not in limitation of the foregoing, the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations Schedule 14D-9, at the time such document is filed with the SEC, at any time it is amended or supplemented, at the time it is published, sent or given to the holders of Shares, at the time of commencement of or at the time of the consummation of the Offer, will comply as to form in all material respects with the applicable requirements of the Exchange Act and warranties contained all other Applicable Laws. The Schedule 14D-9, at the time such document is filed with the SEC, at any time it is amended or supplemented, at the time it is published, sent or given to the holders of Shares, at the time of commencement of the Offer and at the time of the consummation of the Offer, shall not contain any untrue statement of a material fact or omit to state any material fact necessary in this Section 5.09 will not apply order to make the statements included therein, in the Offer Documents light of the circumstances under which they were made, not misleading; provided, however, that no representation or the Schedule 14D-9 based upon information furnished to warranty is made by the Company with respect to information supplied in writing by or on behalf Parent or Merger Sub or any of their Representatives specifically for use thereininclusion or incorporation by reference in the Schedule 14D-9.

Disclosure Documents. None of the documents required to be information supplied by Parent, Purchaser or BYOWC or their respective officers, directors, managers, members, representatives, agents or employees (the "PARENT INFORMATION") for inclusion in the Proxy Statement will, at the time the Proxy Statement is filed by the Company with the SEC or required to be distributed or otherwise disseminated on behalf of the Company first mailed to the Company’s stockholders after 's stockholders, at the date hereof time of the Company's stockholders' meeting, contain any untrue statement of a material fact, or will omit to state any material fact necessary in connection 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 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 the Parent Information provided specifically for inclusion in the Schedule 13E-4 or the Schedule 14D-9 will, at the respective times the Schedule 14D-1, the Offer Documents, the Schedule 13E-4 or the Schedule 14D-9 are filed with the transactions contemplated by this Agreement will SEC or first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. In furtherance and not in limitation of Notwithstanding the foregoing, the neither Parent nor BYOWC makes any representation or warranty with respect to any information that has been supplied by the Company or on behalf its accountants, counsel or other authorized representatives for use in any of the Company for inclusion in foregoing documents. The Schedule 14D-1 and the Offer Documents or the Schedule 14D-9 will, when filed, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the rules and regulations of the SEC promulgated thereunder. At any time between the time the Offer Documents and the Schedule 14D-9 are mailed to stockholders of the Company and the Acceptance Time, the Offer Documents and Schedule 14D-9, as supplemented or amended, if applicable, 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. The representations and warranties contained in this Section 5.09 will not apply to statements included in the Offer Documents or the Schedule 14D-9 based upon information furnished to the Company in writing by Parent specifically for use thereinAct.