Common use of Disclosure Documents Clause in Contracts

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company Parent, Merger Sub or any Company other Parent Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Parent or any Company Parent Subsidiary or other information supplied by or on behalf of the Company Parent or any Company Parent Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, 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 4.8 5.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company Parent by or on behalf of Parent or Merger Subthe Company.

Disclosure Documents. The Offer Documents will contain at the time they are mailed to the shareholders of the Company (aor will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the Exchange Act and any other applicable Law. At the time the Offer Documents are mailed to the shareholders of the Company or at any time between the time the Offer Documents are mailed to the shareholders of the Company and the 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. None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary Parent for inclusion or incorporation by reference in (i) the Form S-4 Proxy Statement will, at the time such document the Proxy Statement is filed with mailed to the SEC, at any time such document is amended or supplemented shareholders of the Company or at the time such document is declared effective by of the SECCompany Shareholder Meeting (or any adjournment or postponement thereof), if required, 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 (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 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 the light of the circumstances in under which they were are 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company Parent, Parent LP, Merger Sub or any Company other Parent Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, at the time the Form S-4 S-4, is declared effective by the SEC 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 to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Parent or any Company Parent Subsidiary or other information supplied by or on behalf of the Company Parent or any Company Parent Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, 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 4.8 will 5.8 shall not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company Parent by or on behalf of Parent or Merger Subthe Company.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the joint proxy statement relating to the Company Special Meeting and the Parent Special Meeting (in each case, as defined below) (also constituting the prospectus in respect of Parent Common Stock into which the Company Common Stock will be converted) (together with any amendments or supplements thereto, the “Proxy Statement”), to be filed by the Company and Parent with the SEC, and any amendments or supplements thereto, or (ii) the Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “S-4”) to be filed by Parent with the SEC in connection with the Merger, and any amendments or supplements thereto, will, at the time respective times such document is filed with documents are filed, and, in the SECcase of the Proxy Statement, at any time such document is amended or supplemented or at the time such document the Proxy Statement or any amendment or supplement thereto is declared first mailed to the Company stockholders and Parent stockholders, at the time of the Company Special Meeting and the Parent Special Meeting and at the Effective Time, and, in the case of the S-4, when it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated made therein or necessary in order to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under 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) The Proxy Statement will comply in all material respects with the provisions of any applicable Law the Securities Act and the Exchange Act, as to the information required to be contained therein. (b) The representations case may be, and warranties contained in this Section 4.8 will not apply to statements the rules and regulations thereunder, except that no representation or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to warranty is made by the Company with respect to information provided by or on behalf of Parent or Merger SubSub for inclusion in the Proxy Statement.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary Parent Entity for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed to the stockholders shareholders of the Company and of ParentCompany, at the time of the Company Stockholder Meeting and the Parent Stockholder Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC 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 to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with this Agreement, the CVR Agreement, the Voting Agreement, the Merger and the other transactions contemplated hereinhereby and thereby, to the extent relating to the Company or any Company Subsidiary Parent Entity or other information supplied by or on behalf of the Company or any Company Subsidiary Parent Entity for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities 1933 Act or Exchange 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 4.8 5.10 will not apply to statements or omissions included in the Form S-4 S-4, the Proxy Statement/Prospectus or the Joint Proxy Statement other document or filing, to the extent based upon information supplied to the Company Parent by or on behalf of Parent or Merger Subany Company Entity.

Disclosure Documents. (a) None of The Proxy Statement and any Other Filings made by the information supplied Company, and any amendments or supplements thereto, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to be supplied in writing by or on behalf the Company's stockholders, and (ii) the time of the Company or Stockholders Meeting will, except with respect to information about Parent, comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable Laws. (b) The Proxy Statement and any Company Subsidiary Other Filings made by the Company, any information supplied to Parent for inclusion or incorporation by reference in the Form S-4 and any amendments or supplements thereto, do not, and will not, at (i) the time the Proxy Statement or Form S-4 will(or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, (ii) the time of the Company Stockholders Meeting and (iii) at the time such document the Form S-4 is filed with the SEC, at any time such document it is amended or supplemented or and at the time such document is declared it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. All documents that Notwithstanding the foregoing, no representation or warranty is made by 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 4.8 will not apply respect to statements made or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company incorporated by or on behalf of reference therein about Parent or Merger SubSub supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and the shareholders of Parent, at the time of the Company Stockholder Meeting and the Parent Stockholder Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC 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 to make the statements therein, in light of the circumstances 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 Entity (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 Notwithstanding anything to the contrary in this Section 4.8 will not apply 4.19 or this Agreement, the Company makes no representation or warranty with respect to statements made or omissions included incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary Mandalay for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement (as defined in the Merger Agreement) will, at the date it is first mailed to the stockholders Stockholders of the Company Appia and of ParentMandalay, at the time of the Company Stockholder Meeting (as defined in the Merger Agreement) and the Parent Stockholder MeetingMeeting (as defined in the Merger Agreement), at the time the Form S-4 is declared effective by the SEC or at as of the Effective TimeClosing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Mandalay is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to the Company Mandalay or any Company Subsidiary or other information supplied by or on behalf of the Company Mandalay 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary Entity for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed to the stockholders shareholders of the Company and of ParentCompany, at the time of the Company Stockholder Meeting and the Parent Stockholder Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC 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 to make the statements therein, in light of the circumstances 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 hereinhereby, to the extent relating to the Company or any Company Subsidiary Entity or other information supplied by or on behalf of the Company or any Company Subsidiary Entity for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities 1933 Act or Exchange 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 4.8 4.9 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement Statement/Prospectus to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and stockholders of Parent, respectively, at the 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances 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 4.8 will shall not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger SubParent.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company Parent, Merger Sub or any Company other Parent Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Parent or any Company Parent Subsidiary or other information supplied by or on behalf of the Company Parent or any Company Parent Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, 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 Notwithstanding anything to the contrary in this Section 4.8 will not apply 5.8 or this Agreement, neither Parent nor Merger Sub makes any representation or warranty with respect to statements made or incorporated, or omissions included included, in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company Parent by or on behalf of Parent or Merger Subthe Company.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company any Seller Party or any Target Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of ParentCompany, at the 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 Effective TimeClosing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances 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 transactions contemplated hereinSale and the other Contemplated Transactions, to the extent relating to the Company any Seller Party or any Target Company Subsidiary or other information supplied by or on behalf of the Company Company, any other Seller Party or any Target 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 4.8 will not apply to statements or omissions included in the Form S-4 or and the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Subany Purchaser.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary of its Subsidiaries for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of ParentShareholders, at the time of the Company Stockholder Meeting and the Parent Stockholder Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC 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 to make the statements therein, in light of the circumstances 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 of its Subsidiaries or other information supplied by or on behalf of the Company or any Company Subsidiary of its Subsidiaries 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company Parent, Merger Sub or any Company other Parent Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and the shareholders of Parent, at the time of the Company Stockholder Meeting and the Parent Stockholder Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC 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 to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Parent or any Company Parent Subsidiary or other information supplied by or on behalf of the Company Parent or any Company Parent Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, applicable and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority Entity (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 Notwithstanding anything to the contrary in this Section 4.8 will not apply 5.19 or this Agreement, neither Parent nor Merger Sub makes any representation or warranty with respect to statements made or omissions included incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based upon information supplied to the Company Parent by or on behalf of Parent or Merger Subthe Company.

Disclosure Documents. (a) None of Neither the Schedule 14D-9 nor any information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 willOffer Documents shall, at the time such document is respective times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SECSEC or are first published, at any time such document is amended sent or supplemented or at given to stockholders of the time such document is declared effective by Company, as the SECcase may be, contain any 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 made therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement relating to the meeting of the Company's shareholders (the "Special Meeting") to be held in connection with the Merger, as the same may be amended or supplemented from time to time (ii) the Joint "Proxy Statement"), if such Proxy Statement is required by law to be filed, will, either at the date it is first mailed time of mailing of the Proxy Statement to the stockholders shareholders of the Company and of Parent, or at the time of the Company Stockholder Meeting and the Parent Stockholder Special Meeting, at the time the Form S-4 is declared effective by the SEC 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 in under which they were are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereinThe Proxy Statement, 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 thereinif any, and Schedule 14D-9 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 form in all material respects with the provisions of any applicable Law as the Exchange Act, except that no representation or warranty is made by the Company with respect to the information required to be contained therein. (b) The representations and warranties contained supplied in this Section 4.8 will not apply to statements or omissions included writing for inclusion in the Form S-4 Proxy Statement or the Joint Proxy Statement to Schedule 14D-9 by Acquiror or the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company Parent, Merger Sub or any Company other Subsidiary of Parent for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of ParentParent Shareholders, at the time of the Company Stockholder Meeting and the Parent Stockholder Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC 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 to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Parent or any Company Subsidiary of Parent or other information supplied by or on behalf of the Company Parent or any Company Subsidiary of Parent for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, 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 4.8 5.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company Parent by or on behalf of Parent or Merger Subthe Company.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances 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 Notwithstanding anything to the contrary in this Section 4.8 will not apply or this Agreement, the Company makes no representation or warranty with respect to statements made or incorporated, or omissions included included, in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary Parent Entity for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and of ParentCompany, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with this Agreement, the Merger and the other transactions contemplated hereinhereby, to the extent relating to the Company or any Company Subsidiary Parent Entity or other information supplied by or on behalf of the Company or any Company Subsidiary Parent Entity for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities 1933 Act or Exchange 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 4.8 5.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement Statement/Prospectus to the extent based upon information supplied to the Company Parent by or on behalf of Parent or Merger Subany Company Entity.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company Parent, Merger Sub or any Company other Parent Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Parent or any Company Parent Subsidiary or other information supplied by or on behalf of the Company Parent or any Company Parent Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, 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 4.8 5.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company Parent by or on behalf of Parent or Merger Subthe Company.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances 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 4.8 will shall not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, the Company 13E-3 and the information supplied or to be supplied in writing by or on behalf statement of the Company (the “Company Information Statement”), if any, to be filed with the SEC in connection with the Merger, and any amendments or any 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. Any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 willDisclosure Document, at the time of the filing of such document is filed with the SEC, at Company Disclosure Document or any time such document is amended supplement or supplemented or amendment thereto and at the time such document is declared effective by the SECof 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 therein, in light of the circumstances under which they were made, not misleading, . The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents based upon information supplied by Parent or Merger Subsidiary or any of their Affiliates or any of their representatives or advisors in writing specifically for use or incorporation by reference therein. (iib) the Joint Proxy Statement will, at the date it is first mailed The information with respect to the stockholders Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and of Parentthe Offer Documents, at the time of the Company Stockholder Meeting and filing of the Parent Stockholder MeetingSchedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Form S-4 is declared effective by the SEC or Offer Documents and at the Effective Timetime 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 in under 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company Attractions Purchaser or any Company Subsidiary of its Subsidiaries for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of ParentCompany, at the 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 Effective TimeClosing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Attractions Purchaser is responsible for filing with the SEC in connection with this Agreement, the transactions contemplated hereinAttractions Purchaser Interest Sale, the Attractions Purchaser Asset Sale and the other Contemplated Transactions, to the extent relating to the Company or any Company Subsidiary Attractions Purchaser or other information supplied by or on behalf of the Company or any Company Subsidiary Attractions Purchaser 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or Each document required to be supplied filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in writing connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, the proxy or on behalf 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 any Company Subsidiary for inclusion supplements thereto, when filed, distributed or incorporation by reference disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act. (i) the Form S-4 willThe Company Proxy Statement, as supplemented or amended, if applicable, at the time such document Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, at any time such document is amended or supplemented or Company and at the time such document is declared effective by stockholders vote on adoption of this Agreement and at the SECEffective 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 therein, in light of the circumstances under which they were made, not misleading, or . (iic) the Joint Proxy Statement will, at the date it is first mailed The information with respect to the stockholders Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and of Parentthe Offer Documents, at the time of the Company Stockholder Meeting and filing of the Parent Stockholder MeetingSchedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Form S-4 is declared effective by the SEC or Offer Documents and at the Effective Timetime 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 in under 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 4.8 5.09 will not apply to statements or omissions included or incorporated by reference in the Form S-4 or Company Disclosure Documents, the Joint Company Proxy Statement to Statement, the extent Schedule TO and the Offer Documents based upon information supplied to the Company by or on behalf of Parent or Merger SubSubsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company Parent, Merger Sub or any Company other Parent Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Parent or any Company Parent Subsidiary or other information supplied by or on behalf of the Company Parent or any Company Parent Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, 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 4.8 5.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company Parent by or on behalf of Parent or Merger Subthe Company.

Disclosure Documents. (a) None of the information supplied or Each document required to be supplied filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders in writing connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including the Schedule 14D-9, the proxy or on behalf 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 any Company Subsidiary for inclusion supplements thereto, when filed, distributed or incorporation by reference disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. (i) the Form S-4 willThe Company Proxy Statement, as supplemented or amended, if applicable, at the time such document Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, at any time such document is amended or supplemented or Company and at the time such document is declared effective by stockholders vote on adoption of this Agreement and at the SECEffective 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 therein, in light of the circumstances under which they were made, not misleading, . (c) The information to be supplied by or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders on behalf of the Company and for inclusion or incorporation by reference in the Offer Documents, on the date the Offer Documents are first published, sent or given to holders of ParentShares, at the 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 Effective Time, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were shall be made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, If at any time prior to the extent Acceptance Time any fact or event relating to the Company or any Company Subsidiary or other information supplied of its Affiliates should be discovered by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, that should be set forth 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 a supplement to the information required to be contained therein. (b) The representations and warranties contained in this Section 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to Offer Documents, the Company by shall, promptly after becoming aware thereof, inform Parent of such fact or on behalf of Parent or Merger Subevent.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary Digital for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement (as defined in the Merger Agreement) will, at the date it is first mailed to the stockholders Stockholders of the Company Appia and of ParentDigital, at the time of the Company Stockholder Meeting (as defined in the Merger Agreement) and the Parent Stockholder MeetingMeeting (as defined in the Merger Agreement), at the time the Form S-4 is declared effective by the SEC or at as of the Effective TimeClosing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Digital is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to the Company Digital or any Company Subsidiary or other information supplied by or on behalf of the Company Digital 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or The Company Proxy Statement/Prospectus (except for such portions thereof as relate only to be supplied in writing by or on behalf of the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Form S-4 (except for such portions thereof as relate only to the Company Subsidiary or any of its Subsidiaries), 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 Securities Act. (b) The information supplied by Parent for inclusion or incorporation by reference use in (i) the Company Proxy Statement/Prospectus, the Form S-4 willS-4, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act, or in any other document filed with any other Governmental Authority in connection herewith, at the time of the filing of such document is filed with the SEC, at or any time such document is amended supplement or supplemented or amendment thereto and at the time such document is declared effective by of any distribution or dissemination thereof (and in the SECcase of the Form S-4, at the time of the stockholder vote to adopt this Agreement), 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 (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were are 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. (bc) The representations and warranties contained in this Section 4.8 4.10 will not apply to statements or omissions included or incorporated by reference in the Form S-4 S-4, the Company Proxy Statement/Prospectus, any filing pursuant to Rule 165 or Rule 425 under the Joint Proxy Statement to Securities Act or Rule 14a-12 under the extent Exchange Act, or in any other document filed with any other Governmental Authority in connection herewith based upon information supplied to by the Company or any of its representatives or advisors specifically for use or incorporation by or on behalf of Parent or Merger Subreference therein.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances 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 ‎‎Section 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or Each document required to be supplied filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in writing connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, the proxy or on behalf 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 any Company Subsidiary for inclusion supplements thereto, when filed, distributed or incorporation by reference disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act. (i) the Form S-4 willThe Company Proxy Statement, as supplemented or amended, if applicable, at the time such document Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, at any time such document is amended or supplemented or Company and at the time such document is declared effective by stockholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the SECCompany 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 therein, in light of the circumstances under which they were made, not misleading; provided, however, no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Subsidiary specifically for inclusion in any Company Disclosure Document. (iic) the Joint Proxy Statement will, at the date it is first mailed The information with respect to the stockholders of Company that the Company supplies to Parent specifically for use in the Schedule TO and of Parentthe Offer Documents, at the time of the Company Stockholder Meeting and filing of the Parent Stockholder MeetingSchedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Form S-4 is declared effective by the SEC or Offer Documents and at the Effective Timetime 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 in under 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 4.8 5.09 will not apply to statements or omissions included or incorporated by reference in the Form S-4 or Company Disclosure Documents, the Joint Proxy Statement to Schedule TO and the extent Offer Documents based upon information supplied to the Company by or on behalf of Parent or Merger SubSubsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 F-4 will, at the time such document is filed with the U.S. Securities and Exchange Commission (the “SEC”), at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of ParentCompany, at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, at the time the Form S-4 F-4 is declared effective by the SEC 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 to make the statements therein, in light of the circumstances 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 hereinTransactions, 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 4.8 3.28 will not apply to statements or omissions included in the Form S-4 or F-4 (including the Joint Proxy Statement Statement) to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company Parent or any Company Subsidiary Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with the transactions contemplated hereinTransactions, to the extent relating to the Company Parent or any Company Parent Subsidiary or other information supplied by or on behalf of the Company Parent or any Company Parent Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. (b) The representations and warranties contained in this Section 4.8 4.7 will not apply to statements or omissions included in the Form S-4 or (including the Joint Proxy Statement Statement) to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Subthe Company.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent, Parent Operating Partnership or Merger Sub.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and shareholders of Parent, respectively, at the time of the Company Stockholder Meeting and the Parent Stockholder Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances 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 4.8 will shall not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger SubParent.

Disclosure Documents. (a) None of the information supplied or Each document required to be supplied filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in writing connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, the proxy or on behalf 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 any Company Subsidiary for inclusion supplements thereto, when filed, distributed or incorporation by reference disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act. (i) the Form S-4 willThe Company Proxy Statement, as supplemented or amended, if applicable, at the time such document Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, at any time such document is amended or supplemented or Company and at the time such document is declared effective by stockholders vote on adoption of this Agreement and at the SECEffective 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 therein, in light of the circumstances under which they were made, not misleading, or . (iic) the Joint Proxy Statement will, at the date it is first mailed The information with respect to the stockholders Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and of Parentthe Offer Documents, at the time of the Company Stockholder Meeting and filing of the Parent Stockholder MeetingSchedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Form S-4 is declared effective by the SEC or Offer Documents and at the Effective Timetime 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 in under 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 4.8 5.09 will not apply to statements or omissions included or incorporated by reference in the Form S-4 or Company Disclosure Documents, the Joint Proxy Statement to Schedule TO and the extent Offer Documents based upon information supplied to the Company by or on behalf of Parent or Merger SubSubsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. The information with respect to Parent or any of its Subsidiaries (aincluding Merger Sub and Merger LLC) None of the information that Parent supplied or will supply to be supplied in writing by or on behalf of the Company or any Company Subsidiary specifically for inclusion or incorporation by reference in (ia) the Form S-4 willRegistration Statement, or any amendment or supplement thereto will not, at the time the Registration Statement is filed with the SEC and at the time it is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such document post-effective amendment or supplement is filed with the SECSEC and at the time it becomes effective) or (b) the Joint Proxy Statement will not, at any time such document on the date that the Joint Proxy Statement is amended or supplemented first mailed to the Company Stockholders and the Parent Stockholders or at the time such document is declared effective by of the SECCompany Stockholders Meeting or Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 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 in under which they were made, not misleading. All documents that The portions of the Company is responsible for filing with Registration Statement and the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Joint Proxy Statement supplied by Parent or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, its Subsidiaries (including Merger Sub and Merger LLC) 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 form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. (b) Exchange Act and the rules and regulations thereunder. The representations and warranties contained in this Section 4.8 will 4.15 do not apply to statements or omissions included or incorporated by reference in the Form S-4 Registration Statement or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent Parent, Merger Sub or Merger SubLLC by the Company, its Subsidiaries or any of their respective Representatives for use or incorporation by reference therein.

Disclosure Documents. (a) None The information with respect to Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the 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) in the case of any Company Disclosure Document other than the Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof; provided that this representation and warranty will not apply to statements or omissions included in the Proxy Statement or any other Company Disclosure Document based upon information supplied or furnished to be supplied in writing Parent by or on behalf of the Company or any Company Subsidiary of its Representatives specifically for use therein. Each document required to be filed by Parent with the SEC or required to be distributed or otherwise disseminated in the U.S. to Parent’s shareholders in connection with the transactions contemplated by this Agreement 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. (a) The information supplied by Parent for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, F-4 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 (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 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 in under which they were made, not misleading. All documents misleading provided 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, this representation 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 4.8 warranty will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent F-4 based upon information supplied furnished to Parent by the Company by or on behalf any of Parent or Merger Subits Representatives specifically for use therein. The F-4 will comply as to form in all material respects with the provisions of the Securities Act.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company Parent, Merger Sub or any Company other Parent Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Parent or any Company Parent Subsidiary or other information supplied by or on behalf of the Company Parent or any Company Parent Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, 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 4.8 ‎‎Section 5.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company Parent by or on behalf of Parent or Merger Subthe Company.

Disclosure Documents. (a) None of Neither the information supplied or to be supplied in writing by or on behalf proxy statement of the Company (the “Company Proxy Statement”) to be filed with the SEC in connection with the Combination, nor any amendment or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 supplement thereto, will, at the time date the Company Proxy Statement or any such document amendment or supplement thereto is filed with first mailed to stockholders of the SEC, at any time such document is amended or supplemented Company or at the time such document is declared effective by stockholders vote on the SECadoption and approval of this Agreement and the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Company Proxy Statement, including all amendments or (ii) the Joint Proxy Statement supplements thereto, will, at when filed, comply as to form in all material respects with the date it is first mailed to the stockholders requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company and of in this Section 3.9 with respect to statements made or incorporated by reference therein based on information supplied by Parent, at Merger Subsidiary 1 or Merger Subsidiary 2 for inclusion or incorporation by reference in the time Company Proxy Statement. (b) None of the information supplied or to be supplied by the Company Stockholder Meeting and for inclusion or incorporation by reference in the Parent Stockholder MeetingForm S‑4 (as defined in Section 4.8(a)) or any amendment or supplement thereto will, at the time the Form S-4 is declared S‑4 or any such amendment or supplement becomes effective by under the SEC Securities Act or at the Effective Time, as the case may be, 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 light of the circumstances in under 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. (a) None Each document required to be filed by Buyer with the SEC or required to be distributed or otherwise disseminated to Buyer’s stockholders in connection with the Transactions, including the Proxy Statement to be filed with the SEC in connection with the Transactions, and any amendments or supplements thereto (collectively, the “Buyer Disclosure Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the information supplied Exchange 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 supplied stated therein or necessary in writing by or on behalf order to make the statements therein, in light of the Company circumstances under which they were made, not misleading. (b) The proxy statement (together with any amendments or any Company Subsidiary for inclusion or incorporation by reference in (isupplements thereto, the “Proxy Statement”) relating to the Form S-4 willStockholder Meeting will not, at the time such document the Proxy Statement is filed with the SEC, at any time such document is amended or supplemented first mailed to Buyer’s stockholders or at the time such document is declared effective by of the SECStockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 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 in under which they were are made, not misleading. All documents , except that the Company no representation or warranty is responsible for filing made by Buyer with the SEC in connection with the transactions contemplated herein, respect to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company Seller Parties or any Company Subsidiary of their Representatives for inclusion thereinin the Proxy Statement. The Proxy Statement when filed, distributed or disseminated, as applicable, 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 form in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. (b) Exchange Act. The representations and warranties contained in this Section 4.8 4.05 will not apply to statements or omissions included or incorporated by reference in the Form S-4 or the Joint Proxy Statement to the extent Buyer Disclosure Documents based upon information supplied to Buyer by the Company Seller Parties or any of their representatives or advisors specifically for use or incorporation by or on behalf of Parent or Merger Subreference therein.

Disclosure Documents. (a) Assuming the accuracy of the representations and warranties set forth in Section 5.08, the Joint Proxy Statement/Prospectus (and any amendment thereof or supplement thereto) (i) at the date first mailed to the Company’s stockholders and at the time of the Company Stockholder 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 light of the circumstances under which they were made, not misleading and (ii) when filed by the Company with the SEC will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable federal securities Laws, except that no representation or warranty is made by the Company with respect to (i) statements made or incorporated by reference therein relating to Parent and its Affiliates, including the Merger Subs, based on information supplied by Parent or the Merger Subs for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or (ii) any financial projections or forward-looking statements. (b) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 willRegistration Statement or any amendment or supplement thereto shall, at the time the Registration Statement or any such document is filed with amendment or supplement thereto becomes effective under the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 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 in under which they were made, not misleading. All documents , except, that no representation or warranty is made by the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, respect to the extent relating to the Company or any Company Subsidiary or other statements made therein based on 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger SubSubs for inclusion or incorporation therein.

Disclosure Documents. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the U.S. Securities and Exchange Commission (the “SEC”), at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances 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 hereinTransactions, 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 4.8 3.30 will not apply to statements or omissions included in the Form S-4 or (including the Joint Proxy Statement Statement) to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Disclosure Documents. The Offer Documents will contain at the time they are mailed to the shareholders of the Company (aor will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the Exchange Act and any other applicable Law. At the time the Offer Documents are mailed to the shareholders of the Company or at any time between the time the Offer Documents are mailed to the shareholders of the Company and the 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. None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary Parent for inclusion or incorporation by reference in (i) the Form S-4 Proxy Statement will, at the time such document the Proxy Statement is filed with mailed to the SEC, at any time such document is amended or supplemented shareholders of the Company or at the time such document is declared effective by of the SECCompany Shareholder Meeting (or any adjournment or postponement thereof), if required, 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 (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the 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 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 the light of the circumstances in under which they were are 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 4.8 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.