Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by Parent in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be taken, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent provided in writing by the Company specifically for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offerissuance of Common Units in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement/prospectus relating to the Company Stockholders’ Meeting (the “Proxy Statement/Prospectus”) will, dissemination on the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to The Proxy Statement/Prospectus and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officersthe portion thereof relating to the Company Stockholders’ Meeting, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed but excluding any portion thereof based on information supplied by Parent or the Company in connection with the OfferMerger Sub for inclusion or incorporation by reference therein, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by the Company or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company.

Information Supplied. (i) None of the information supplied or to be supplied by Parent in writing PNU for inclusion or incorporation by reference in (A) the Offer DocumentsForm S-4 (as defined in Section 5.1) will, at the Schedule 14D-9, time the Proxy Statement (if applicable), Form S-4 becomes effective under the Securities Act or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filingany post-effective amendment thereto, dissemination 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 Company’s shareholders or, in statements therein not misleading and (B) the case of the Joint Proxy Statement/Prospectus will, on the date it is first mailed to Monsanto stockholders or PNU stockholders or at the time of the meeting at which Monsanto Stockholders Meeting or the Company Shareholder Vote is to be takenPNU Stockholders Meeting (each as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger The Form S-4 and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Joint Proxy Statement/Prospectus will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Actrules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), no representation or warranty is made by PNU with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Monsanto or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or Sub for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with statements therein not misleading, or (ii) the OfferJoint Proxy Statement will, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, 's stockholders or Parent's stockholders or at the time of the meeting at which Company Stockholders Meeting or the Company Shareholder Vote is to be takenParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior The Form S-4 will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, except that no representation is made by Parent or Sub with respect to statements made therein based on information supplied by the Company for inclusion therein or incorporation by reference therein. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied provided by Parent in writing the Company for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offerissuance of Common Units in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, dissemination at the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to The Proxy Statement and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officersthe portion thereof relating to the Stockholders’ Meeting, directors and subsidiaries) shall occur that is required to be described in an amendment ofthen, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed excluding any portion thereof based on information supplied by Parent or the Company in connection with the OfferMerger Sub for inclusion or incorporation by reference therein, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by the Company or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information supplied or to be supplied by Parent in writing LaSalle Holdings for inclusion or incorporation by reference in the Offer DocumentsForm S-4 to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Offer, the Merger Plans and the other transactions contemplated hereby will at the time of its filinghereby, dissemination to the Company’s shareholders or, except information supplied by Trenwick in writing for inclusion in the case of the Joint Proxy Statement, at the time will not, as of the meeting at which date the Company Shareholder Vote Joint Proxy Statement is first mailed to be takensuch shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at All documents that LaSalle Holdings is responsible for filing with any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, hereby will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the provisions of any applicable requirements of the Securities Act and the Exchange Actlaw.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed by Parent or the Company in connection with the Offer, Share Issuance (the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement“Form S-4”) shall not, at the time of the meeting at which Form S-4 is declared effective by the Company Shareholder Vote is to be takenSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to , except that no representation or warranty is made by the expiration of the Offer or the Effective Time, as the case may be, any event Company with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed statements made therein based on information supplied by Parent or its Representatives in writing expressly for inclusion therein. The information supplied or to be supplied by the Company for inclusion in the joint proxy statement/prospectus included in the Form S-4 (the “Joint Proxy Statement/Prospectus”) will not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the OfferMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Merger and statements therein, in light of the other transactions contemplated herebycircumstances under which they are made, Parent shall notify not misleading, except that no representation or warranty is made by the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, statements made therein based on information supplied by Parent or its officers, directors and subsidiaries) comply Representatives in all material respects with the applicable requirements of the Securities Act and the Exchange Actwriting expressly for inclusion therein.

Information Supplied. None of the information supplied or to be supplied by Parent provided in writing by the Partnership or the General Partner specifically for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offerissuance of Parent Common Units in the LP Merger and in which the Combined Consent Statement/Prospectus will be included as a prospectus (including any amendments or supplements, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement“Form S-4”) will, at the time the Form S-4 is filed with the SEC and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the meeting at circumstances under which they were made, not misleading or (b) the Company Shareholder Vote Combined Consent Statement/Prospectus will, on the date it is first mailed to be takenthe Partnership’s unitholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to The Combined Consent Statement/Prospectus and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, portion thereof based on information supplied by the Schedule 14D-9, the Proxy Statement Partnership or the other documents required to be filed General Partner or any of their respective Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by or on behalf of Parent or the Company in connection with the OfferMerger Subs for inclusion or incorporation by reference therein, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by the Partnership or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Partnership with respect to information or statements made or incorporated by reference in the Form S-4 or the Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Partnership or the General Partner.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or Merger Sub for inclusion or incorporation by reference in the Offer DocumentsSchedule 14D-9 (and any amendment or supplement thereto) will, when filed with the Schedule 14D-9SEC, when distributed or disseminated to the Proxy Statement to the stockholders of the Company, and at the Expiration Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (if applicable), except that no representation or the other documents required to be filed warranty is made by Parent or Merger Sub to such portions of the Schedule 14D-9 that relate expressly to the Company in connection or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company for inclusion or incorporation by reference therein). The Offer Documents (and any amendment or supplement thereto), will not, when filed with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementSEC, at the time of distribution or dissemination thereof to the meeting stockholders of the Company, and at which the Company Shareholder Vote is to be takenExpiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior misleading (except that make no representation or warranty is made by Parent or Merger Sub with respect to the expiration such portions of the Offer or the Effective Time, as the case may be, any event with respect Documents that relate expressly to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company thereof and such event shall be so described. Any such amendment for inclusion or supplement shall be promptly filed with the SEC and, as and to the extent required incorporation by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawreference therein). The Offer Documents will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Actany other applicable federal securities Laws.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or on behalf of the Company Parties for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, Form S-4 or the Proxy Statement Statement/Prospectus will (if applicable)a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the other documents time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be filed by Parent stated therein or necessary in order to make the Company statements therein, in connection with light of the Offercircumstances under which they are made, the Merger and the other transactions contemplated hereby will at the time of its filingnot misleading, dissemination to the Company’s shareholders or, or (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is first mailed to the Company’s stockholders or Parent’s stockholders or at the time of the meeting Company Stockholder Meeting or at which the Parent Stockholder Meeting or at the time that the Form S-4 is declared effective or at the Company Shareholder Vote is to be takenMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration At each of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be times described in an amendment of, or a supplement tothe preceding sentence, the Offer Documents, the Schedule 14D-9, Form S-4 and the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents Statement/Prospectus will (with respect to Parentthe Company, its officers, directors and subsidiariesofficers and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and Laws. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Exchange ActForm S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or the Partnership.

Information Supplied. None of the information supplied or to be supplied provided in writing by Parent in writing or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 becomes effective under the Securities Act, the Proxy Statement (if applicable), contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with statements therein or (b) the OfferProxy Statement/Prospectus will, on the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to The Proxy Statement/Prospectus and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed portion thereof based on information supplied by Parent or its Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by the Company in connection with the Offerfor inclusion or incorporation by reference therein, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by Parent or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of Parent.

Information Supplied. None (a) The Form S-4 and, if applicable, the Post-Effective Amendment, (i) complies and will comply in all material respects with the applicable requirements of the information supplied Securities Act and (ii) does not and 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 order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Schedule TO complies and will comply in all material respects with the applicable requirements of the Exchange Act and does not and will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information regarding Parent and Merger Sub to be provided by Parent in writing to the Company for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, 14D-9 and the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statementnot, at the time of the meeting at which the Company Shareholder Vote such information is to be takenso provided, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to . (b) Notwithstanding the expiration foregoing provisions of the Offer this Section 5.11, no representation or the Effective Time, as the case may be, any event warranty is made by Parent with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described statements made or incorporated by reference in an amendment of, the Form S-4 or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed TO based on information supplied by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment for inclusion or supplement shall be promptly filed with the SEC and, as and to the extent required incorporation by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Actreference therein.

Information Supplied. None of the The information supplied or to be supplied by Parent CPT, Parent, CPT Merger Sub and Inuvo Merger Sub in writing expressly for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby Form S-4 will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statementnot, at the time of the meeting at which Form S-4 is declared effective by the Company Shareholder Vote is to be takenSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer , except that no representation or the Effective Timewarranty is made by CPT, as the case may beParent, any event CPT Merger Sub or Inuvo Merger Sub with respect to Parent (including its officersstatements made therein based on information supplied by Inuvo in writing expressly for inclusion therein. The information supplied by CPT, directors Parent, CPT Merger Sub and subsidiaries) shall occur that Inuvo Merger Sub in writing expressly for inclusion in the Joint Proxy Statement/Prospectus will not, at the time the Joint Proxy Statement/Prospectus is first mailed to CPT stockholders and at the time of the CPT Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders light of the Companycircumstances under which they are made, not misleading, except that no representation or warranty is made by CPT, Parent, CPT Merger Sub and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (Inuvo Merger Sub with respect to Parent, its officers, directors and subsidiaries) comply statements made therein based on information supplied by Inuvo in all material respects with the applicable requirements of the Securities Act and the Exchange Actwriting expressly for inclusion therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing for inclusion or incorporation by reference in the (a) The Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the Documents and any other documents required to be filed by Parent Buyer or Sub with the Company SEC in connection with the Offer, Offer or the Merger and the other transactions contemplated hereby will at not, on the time date of its filingfiling or, dissemination with respect to the Offer Documents, on the date they were filed with the SEC and first published, sent or given to shareholders of the Company’s shareholders or, in as the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenmay 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, in light of the circumstances under which they are made, not misleading. If at any time prior to . (b) Neither the expiration of the Offer information supplied or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described supplied in an amendment ofwriting by or on behalf of Buyer or Sub for inclusion, nor the information incorporated by reference from documents filed by Buyer or a supplement toany of its Subsidiaries with the SEC, the Offer Documents, in the Schedule 14D-9, the any Proxy Statement or the any other documents required to be filed by Parent Buyer, Sub or the Company with the SEC in connection with the Offer, Offer or the Merger and the other transactions contemplated herebyhereby will on the date of its filing or, Parent shall notify with respect to the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly Schedule 14D-9, on the date it was filed with the SEC andand first published, as and sent or given to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply or, in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements case of the Securities Act Proxy Statement, at the date it is mailed to shareholders of the Company and at the Exchange Acttime of the meeting of shareholders of the Company held to vote upon the approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company expressly for inclusion or incorporation by reference in any report, form, registration or other filing made with any Governmental Authority with respect to the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statementby this Agreement and/or ancillary document contemplated thereto will, at the time date of filing or mailing, or any amendment thereto, as the meeting at which the Company Shareholder Vote is to be takencase 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, in light of the circumstances under which they are made, not misleading. If at any time prior misleading (subject to the expiration qualifications and limitations set forth in the materials provided by the Company and the Company Subsidiaries or that is included in the SEC filings or mailings). None of the Offer information supplied or to be supplied by the Effective TimeCompany and the Company Subsidiaries expressly for inclusion or incorporation by reference in any of the Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the case may be“Ancillary Public Disclosures”) will, at the time filed with the SEC, contain any event with respect untrue statement of a material fact or omit to Parent (including its officers, directors and subsidiaries) shall occur that is state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement toin light of the circumstances under which they are made, not misleading (subject to the Offer Documents, qualifications and limitations set forth in the Schedule 14D-9, the Proxy Statement or the other documents required to be filed materials provided by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify Company Subsidiaries or that is included in the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange ActAncillary Public Disclosures).

Information Supplied. None of the information supplied or to be supplied by Parent in writing SJW for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it is declared effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company statements therein, in connection with light of the Offercircumstances under which they are made, not misleading or (ii) the Merger Joint Proxy Statement will, at the date it is first mailed to each of SJW’s stockholders and the other transactions contemplated hereby will CTWS’s shareholders or at the time of its filing, dissemination to the Company’s shareholders or, in the case each of the Proxy Statement, at SJW Stockholders Meeting and the time of the meeting at which the Company Shareholder Vote is to be takenCTWS Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior The Form S-4 will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and Act, except that no representation is made by SJW with respect to statements made or incorporated by reference therein based on information supplied by CTWS for inclusion or incorporation by reference therein. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act, except that no representation is made by SJW with respect to statements made or incorporated by reference therein based on information supplied by CTWS for inclusion or incorporation by reference therein.

Information Supplied. None of The information relating to the information supplied or Company and the Company Subsidiaries to be supplied by Parent in writing for inclusion contained in, or incorporation incorporated by reference in in, (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offer, registration under the Securities Act of the shares of Parent Common Stock to be issued in connection with the Merger and (as amended or supplemented from time to time (the other transactions contemplated hereby “Form S-4”)) will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statementnot, at the time of the meeting Form S-4 is filed with the SEC, at which any time it is amended or supplemented or at the Company Shareholder Vote is to be takentime it becomes effective under the Securities Act, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not misleading. If at any time prior to false or misleading and (b) the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required proxy statement to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC andin connection with seeking Company Shareholder Approval (including the letter to shareholders, as notice of meeting and to form of proxy, the extent required by law, disseminated to the shareholders of the Company, and such “Proxy Statement”) (or any amendment or supplement shall thereto) will not, on the date the Proxy Statement is first mailed to the Company Shareholders or at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or on the date of the Company Shareholders’ Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Proxy Statement will comply in all material respects as to form with all the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of applicable law. The Offer Documents will (this Section 4.22, no representation or warranty is made by the Company with respect to Parent, its officers, directors and subsidiaries) comply information or statements made or incorporated by reference in all material respects with the applicable requirements Form S-4 or the Proxy Statement based upon information supplied by or on behalf of the Securities Act and the Exchange ActParent or Merger Sub.

Information Supplied. None of the information relating to -------------------- Dart and its affiliates supplied or to be supplied by Parent in writing by Dart specifically for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementDocuments will, at the time of respective times the meeting at which Offer Documents are filed with the Company Shareholder Vote is to be takenSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration Effective Time Dart should become aware of the Offer or the Effective Time, as the case may be, any event with respect relating to Parent (including its officers, directors and subsidiaries) shall occur any Dart Company that is required by applicable Law to be described set forth in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents Dart shall promptly so inform Richfood and Merger Subsidiary and will furnish to Richfood and Merger Subsidiary all information relating to such event that is required under applicable Law to be filed by Parent or the Company disclosed in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such an amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawOffer Documents. The Offer Documents Schedule 14D-9 will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements Exchange Act, and shall not, when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Securities Act and circumstances under which they were made, not misleading; provided, however, -------- ------- that no agreement or representation hereby is made or shall be made by Dart with respect to information supplied by Richfood or Merger Subsidiary in writing expressly for inclusion in the Exchange ActSchedule 14D-9.

Information Supplied. None of the information supplied or to be supplied by Parent in writing CTWS for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it is declared effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company statements therein, in connection with light of the Offercircumstances under which they are made, not misleading or (ii) the Merger Joint Proxy Statement will, at the date it is first mailed to each of SJW’s stockholders and the other transactions contemplated hereby will CTWS’s shareholders or at the time of its filing, dissemination to the Company’s shareholders or, in the case each of the Proxy Statement, at SJW Stockholders Meeting and the time of the meeting at which the Company Shareholder Vote is to be takenCTWS Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior The Form S-4 will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and Act, except that no representation is made by CTWS with respect to statements made or incorporated by reference therein based on information supplied by SJW or Merger Sub for inclusion or incorporation by reference therein. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act, except that no representation is made by CTWS with respect to statements made or incorporated by reference therein based on information supplied by SJW or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or on behalf of Parent, Merger Sub or Merger LLC or any of their respective Subsidiaries expressly for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Registration Statement, at the time such document is filed with the SEC and at the time such document becomes effective or at any time such document is amended or supplemented contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the meeting circumstances under which they are made, not misleading or (b) the Proxy Statement will, at which the date it is first mailed to the stockholders of the Company Shareholder Vote is to be takenand at the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer , except that no representation or the Effective Timewarranty is made by Parent, as the case may be, any event Merger Sub or Merger LLC with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Registration Statement or the other documents required to be filed by Parent or Proxy Statement. The Registration Statement will, at the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and time such event shall be so described. Any such amendment or supplement shall be promptly document is filed with the SEC andand at the time such document becomes effective, comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Actrules and regulations promulgated by the SEC thereunder.

Information Supplied. None of the information relating to -------------------- Richfood and its affiliates supplied or to be supplied by Parent in writing by Richfood specifically for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement14D-9 will, at the time of the meeting at which Schedule 14D-9 is filed with the Company Shareholder Vote is to be takenSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, Richfood should become aware of any event with respect relating to Parent (including Richfood or any of its officers, directors and subsidiaries) shall occur Subsidiaries that is required under applicable Law to be described disclosed in an amendment of, or a supplement to, the Offer Documents, to the Schedule 14D-9, the Proxy Statement or the other documents Richfood shall promptly so inform Dart and will furnish to Dart all information relating to such event that is required under applicable Law to be filed by Parent or the Company disclosed in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such an amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawSchedule 14D-9. The Offer Documents Schedule 14D-1 will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and shall not, when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, -------- ------- that no agreement or representation hereby is made or shall be made by Richfood or Merger Subsidiary with respect to information supplied by Dart in writing expressly for inclusion in the Schedule 14D-1, or with respect to information derived from the Dart Group SEC Reports which is included or incorporated by reference in the Schedule 14D-1.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or Merger Sub for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, stockholders or at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior The Form S-4 will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, except that no representation is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein. The portions of the Proxy Statement supplied by Parent will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or -------------------- to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9, 14D-9 and the Proxy Information Statement (if applicable), or the other documents required to be are filed by Parent or the Company in connection with the OfferSEC or first published, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination sent or given to the Company’s shareholders holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting at which of the Company Shareholder Vote is Company's stockholders held to be takenvote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to , except that no representation or warranty is made by the expiration of the Offer or the Effective Time, as the case may be, any event Company with respect to statements made or incorporated by reference therein based on information supplied by Parent (including its officers, directors and subsidiaries) shall occur that is required to be described or Merger Sub in an amendment of, writing specifically for inclusion or a supplement to, the Offer Documents, the incorporation by reference therein. The Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Information Statement will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.

Information Supplied. (i) The Schedule 13E-3 and any amendments or supplements thereto, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. (ii) None of the information supplied or to be supplied by Parent Holdings or Merger Sub in writing specifically for inclusion or incorporation by reference in the Offer DocumentsProxy Statement, the Schedule 14D-9, the Proxy Statement (if applicable), or the 13E-3 and any other documents required to be filed by Parent or with the Company SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will hereby, including any amendment or supplement to such documents, will, at the time of its filingrespective times such documents are filed, dissemination and, with respect to the Company’s shareholders or, in the case of the Proxy Statement, at the time when first published, sent or given to shareholders of the meeting at which the Company Shareholder Vote is to be takenCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. If at any time prior to misleading or, in the expiration case of the Offer Proxy Statement or any amendment thereof or supplement thereto, at the time of the Company Shareholders Meeting, and at the Effective Time, as contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the case may bestatements made therein, in light of the circumstances under which they are made, not misleading or necessary to correct any event statement in any earlier communication with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or any solicitation of proxies for the Company in connection with Shareholders Meeting which shall have become misleading. (iii) Notwithstanding the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all foregoing provisions of applicable law. The Offer Documents will (this Section 2.2(d), no representation or warranty is made by Holdings or Merger Sub with respect to Parent, its officers, directors and subsidiaries) comply statements made or incorporated by reference in all material respects with the applicable requirements of Schedule 13E-3 based on information supplied by the Securities Act and the Exchange ActCompany for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing IXnet for inclusion or incorporation by reference in (i) the Offer DocumentsForms S-4 will, at the Schedule 14D-9time each Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with the Offerstatements therein not misleading, the Merger and the other transactions contemplated hereby will (ii) each Information Statement/Prospectus will, at the time of its filingdate it is first mailed to IXnet's stockholders or IPC's stockholders, dissemination to the Company’s shareholders or, in as the case of the Proxy Statementmay be, at the time of the meeting at which IXnet Stockholder Meeting or the Company Shareholder Vote is to be takenIPC Stockholder Meeting, as the case 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger The Forms S-4 and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Information Statement/Prospectuses will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Actrules and regulations promulgated thereunder, except that no representation is made by IXnet with respect to statements made or incorporated by reference therein based on information supplied by Parent or GC Merger Sub for inclusion or incorporation by reference in the Forms S-4 and the Information Statement/Prospectuses.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, 13E-3 (insofar as it relates to the Proxy Statement (if applicable), Company and its Subsidiaries) or the other documents required to be filed by Parent or the Company in connection with the OfferSchedule 14D-9 will, the Merger and the other transactions contemplated hereby will at the time of its filingsuch document is filed with the SEC, dissemination at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s shareholders orstockholders, in 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 case of statements therein not misleading, or (b) the Proxy StatementStatement will, at the date it is first mailed to the Company’s stockholders and at the time of the meeting at which Company Stockholders Meeting, or, if the Company Shareholder Vote disseminates an Information Statement in lieu of a Proxy Statement in accordance with Section 6.5, the Information Statement will, at the date it is first mailed to be takenthe Company’s stockholders and on the date the Written Consent is effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to The Schedule 13E-3, the expiration of Schedule 14D-9 and the Offer Proxy Statement or the Effective TimeInformation Statement, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of Securities Laws, except that no representation or warranty is made by the Securities Act and the Exchange ActCompany with respect to statements made or incorporated by reference therein based on information derived from Parent’s public SEC filings or supplied by Parent or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing for inclusion or incorporation by reference in the Offer Documents, the (a) The Schedule 14D-9, 14D-9 and the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company pursuant to this Agreement will comply in connection all material respects with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case applicable requirements of the Proxy StatementExchange Act and will not, at the time the Schedule 14D-9 or the definitive Proxy Statement is filed with the SEC, as the case may be, and mailed to the Company Stockholders, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the meeting at circumstances under which they were made, not misleading. The information regarding the Company Shareholder Vote is to be takenprovided to Parent and Merger Sub for inclusion in the Form S-4, the Post-Effective Amendment and the Schedule TO will not, at the time such information is provided, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to . (b) Notwithstanding the expiration foregoing provisions of this Section 4.19, no representation or warranty is made by the Offer or the Effective Time, as the case may be, any event Company with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described statements made or incorporated by reference in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement Statement, the Form S-4, the Post-Effective Amendment or the other documents required to be filed Schedule TO based on information supplied by Parent for inclusion or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required incorporation by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Actreference therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or on behalf of the WMLP Parties for inclusion or incorporation by reference in the Offer DocumentsTMLP’s registration statement on Form S-4 (as amended or supplemented from time to time, the Schedule 14D-9“Registration Statement”) will, at the Proxy time the Registration Statement (if applicable)is filed with the SEC and at the time it becomes effective under the Securities Act, or and the other documents required consent statement relating to the -35- US-DOCS\87676517.23 Requisite WMLP Vote to be filed by Parent or the Company held in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case (which such consent statement forms part of the Proxy Registration Statement (the “Consent Statement/Prospectus”)) will not, at the time date the Consent Statement/Prospectus is mailed to the unitholders of the meeting at which the Company Shareholder Vote is to be takenWMLP, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration The portions of the Offer or Registration Statement supplied by the Effective Time, WMLP Parties will comply as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Actrules and regulations thereunder. No representation or warranty is made by the WMLP Parties with respect to information or statements made or incorporated by reference in the Registration Statement based on information regarding only the TMLP Parties or their Affiliates supplied by or on behalf of the TMLP Parties or their Affiliates for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Trenwick for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company statements therein, in connection with light of circumstances under which they are made, not misleading or (ii) the OfferJoint Proxy Statement will, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, Trenwick's stockholders or at the time of the meeting at which the Company Shareholder Vote is to be takenTrenwick Stockholders Meeting (as defined in Section 5.2), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior The Form S-4 will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, no representation or warranty is made by Trenwick in this Section 3.2(f) with respect to information supplied by Chartwell for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing the Company specifically for inclusion or incorporation by reference in the Offer Documents, Registration Statement shall not at the Schedule 14D-9, time the Proxy Registration Statement (if applicable), is declared effective by the SEC contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein not misleading, except that no representation or warranty is made by Parent or the Company with respect to statements made therein based on information supplied by Parent, Holdco or any of their respective Representatives in connection with writing expressly for inclusion therein. The information supplied or to be supplied by the OfferCompany specifically for inclusion in the Joint Proxy Statement/Prospectus, which shall be included in the Merger Registration Statement, shall not, on the date(s) the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and the other transactions contemplated hereby will at the time stockholders of its filingParent, dissemination to the Company’s shareholders orrespectively, in the case of the Proxy Statement, or at the time of the meeting Company Stockholders Meeting or the Parent Stockholders Meeting, respectively, or at which the Company Shareholder Vote is to be takenEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to , except that no representation or warranty is made by the expiration of the Offer or the Effective Time, as the case may be, any event Company with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed statements made therein based on information supplied by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements Holdco or any of the Securities Act and the Exchange Acttheir respective Representatives for inclusion therein.

Information Supplied. (i) None of the information supplied or to be supplied by Parent in writing Anthem or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference in (A) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company Anthem in connection with the OfferShare Issuance, or any of the amendments or supplements thereto (collectively, the Merger and the other transactions contemplated hereby will “Form S-4”), will, at the time the Form S-4 is filed with the SEC, or at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, dissemination in light of the circumstances under which they are made, not misleading, and (B) the joint proxy statement for use relating to the Company’s adoption by the stockholders of Cigna of this Agreement and approval by the shareholders or, in the case of Anthem of the Share Issuance, or any of the amendments or supplements thereto (collectively, the “Joint Proxy Statement”), will, on the date it is first mailed to Anthem shareholders and to Cigna stockholders or at the time of the meeting at which Anthem Shareholders Meeting (as defined in Section 5.1(c)) and the Company Shareholder Vote is to be takenCigna Stockholders Meeting (as defined in Section 5.1(b)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior The Form S-4 will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Actrules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), no representation or warranty is made by Anthem with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information not supplied by it or Merger Sub.

Information Supplied. (i) None of (A) the Offer Documents, (B) the Schedule 14D-1 or (C) the information supplied or to be supplied by Parent in writing or Merger Sub for inclusion or incorporation by reference in the Offer DocumentsProxy Statement, if any, the Schedule 14D-9, the Proxy Statement (if applicable), or the 14D-9 and any other documents required to be filed by Parent or with the Company SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will hereby, including any amendment or supplement to such documents, will, at the time of its filingrespective times such documents are filed, dissemination and, with respect to the Company’s shareholders or, in the case of the Proxy Statement, at if any, and the time Offer Documents, when first published, sent or given to stockholders of the meeting at which the Company Shareholder Vote is to be takenCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. If false or misleading or, in the case of the Proxy Statement, if any, or any amendment thereof or supplement thereto, at the time of the Company Stockholders Meeting, if any, and at the Effective Time, contain any time prior untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the expiration statements made therein, in light of the circumstances under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the Offer or the Effective Timesolicitation of proxies for the Company Stockholders Meeting, as if any, which shall have become false or misleading. (ii) Notwithstanding the case may beforegoing provisions of this Section 3.2(c), any event no representation or warranty is made by Parent or Merger Sub with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described statements made or incorporated by reference in an amendment of, or a supplement to, the Offer Documents, the Documents or Schedule 14D-9, the Proxy Statement or the other documents required to be filed 14D-1 based on information supplied by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment for inclusion or supplement shall be promptly filed with the SEC and, as and to the extent required incorporation by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Actreference therein.

Information Supplied. None of the information supplied or -------------------- to be supplied by Parent in writing the Company for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable)any other tender offer materials, Schedule 14A or 14C, or the other documents required proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be filed by Parent or the Company held in connection with the OfferMerger (all of the foregoing documents, collectively, the Merger and the other transactions contemplated hereby will "Disclosure Statements") will, at the time of its filing, dissemination to the Company’s shareholders or, in the case date each and any of the Proxy Statement, Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting at which of stockholders of the Company Shareholder Vote is to be takenheld, if necessary, in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior The Disclosure Statements will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply form in all material respects with all provisions of applicable law. The Offer Documents will (with respect to ParentNone of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, its officers, directors at the respective times that any Disclosure Statement and subsidiaries) comply in all material respects the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the applicable requirements SEC and are first published or sent or given to holders of Shares, contain any untrue statement 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 Securities Act and the Exchange Actcircumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or to be supplied by Parent Pubco, SPAC Merger Sub or Company Merger Sub in writing expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions; (b) in the Offer Documents, Registration Statement; or (c) in the Schedule 14D-9, mailings or other distributions to SPAC’s or Pubco’s shareholders and/or prospective investors with respect to the Proxy Statement consummation of the Transactions or in any amendment to any of documents identified in (if applicablea) through (c), will, when filed, made available, mailed or the other documents required to be filed by Parent or the Company in connection with the Offerdistributed, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in as the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenmay 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration None of the Offer information supplied or to be supplied by Pubco, SPAC Merger Sub or Company Merger Sub expressly for inclusion or incorporation by reference in any of the Effective TimeSigning Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the case may bestatements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, none of Pubco, SPAC Merger Sub or Company Merger Sub makes any event representation, warranty or covenant with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, any information supplied by or a supplement toon behalf of SPAC, the Offer Documents, the Schedule 14D-9, the Proxy Statement Company or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders any of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Acttheir respective Affiliates.

Information Supplied. None Each of the Company and Parent agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by Parent in writing it or its subsidiaries for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger 14D-1 and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementSchedule 14D-9 will, at the time of filing thereof and at the meeting time of distribution thereof, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) the Registration Statement on Form S-4 filed with the SEC by Parent in connection with the issuance of shares of Parent Preferred Stock in the Merger (including the information statement or proxy statement (as applicable) and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement") will, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders of the Company Shareholder Vote is and of Parent and at the times of the meetings of stockholders of the Company and of Parent to be takenheld in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion in the Registration Statement on Form S-4 (the "S-4") to be filed by New Parent relating to the New Parent Shares comprising the Company Scheme Consideration and the Parent Scheme Consideration will, at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of the Company and Parent, respectively, in connection with the Schemes and the transactions contemplated hereby, except information supplied by Parent in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Joint Proxy Statement (if applicableas defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of the Company's shareholders or Parent's shareholders, as the other documents required to be filed by Parent or the Company in connection with the Offercase may be, the Merger and the other transactions contemplated hereby will at the time date of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenany adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, were made not misleading. If at any time prior The information and documents referred to in the expiration of the Offer or the Effective Time, previous two sentences are herein referred to as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur "Joint Proxy Statement." All documents that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company is responsible for filing with any Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, hereby will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the provisions of any applicable requirements of the Securities Act and the Exchange Actlaw.

Information Supplied. None of the information supplied or to be supplied by Parent the Company or any of its Affiliates, directors, officers, employees, agents or representatives in writing specifically for inclusion or incorporation by reference in in, and which is included or incorporated by reference in, (i) the Offer Documents, the Schedule 14D-9, the Proxy S-4 Registration Statement (if applicable), or the other documents required any amendment or supplement thereto filed or to be filed by Parent or with the Company Commission under the Securities Act in connection with the Offer, Class A Liberty Group Stock to be issued in the Merger (or any other securities issued or deemed to be issued in connection with this Agreement and the other transactions contemplated hereby will hereby), (ii) the Proxy Statement or (iii) any other documents filed or to be filed with the Commission or any other Governmental Entity in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the case of the S-4 Registration Statement or any amendment or supplement thereto, when the same becomes effective, at the time of its filingthe Special Meeting and at the Effective Time, dissemination to the Company’s shareholders orand, in the case of the Proxy StatementStatement or any amendment or supplement thereto, at the time of mailing of the Proxy Statement to the Company's stockholders and at the time of the Special Meeting or any other meeting at which of the Company Shareholder Vote is Company's stockholders to be takenheld in connection with the Merger, contain be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleadingmisleading or necessary to correct any statement in any earlier communication. If at For this purpose, any such information included or incorporated by reference in any such document will be deemed to have been so supplied in writing specifically for inclusion or incorporation therein if such document was available for review by the Company a reasonable time prior before such document was filed (but the foregoing shall not be the exclusive manner in which it may be established that such information was so supplied). The S-4 Registration Statement (to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur extent that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or constitutes the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger prospectus thereunder) and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Proxy Statement will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Act, the Exchange Act and the Exchange respective rules and regulations under each such Act.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (a) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Class A Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the Schedule 14D-9“Registration Statement”) shall, at the Proxy time the Registration Statement (if applicable)becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time to stockholders of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, Parent and at the time of the meeting at which Company Stockholders Meeting and the Company Shareholder Vote is to be takenParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior Subject to the expiration accuracy of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement tofirst sentence of Section 5.8, the Offer Documents, the Schedule 14D-9, the Joint Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Actrules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing VEREIT for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), Form S-4 or the other documents Form 10 will, at the time the applicable Form is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company statements therein not misleading, (ii) the Joint Proxy Statement/Prospectus (as defined below) will, at the date of mailing to stockholders and at the times of the meetings of stockholders to be held in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (iii) the OfficeCo Distribution Prospectus will, at the date of effectiveness of the Form 10 and of mailing to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior The Joint Proxy Statement/Prospectus will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations of the SEC thereunder, except that no representation or warranty is made by VEREIT with respect to statements made or incorporated by reference therein based on information supplied by Realty Income for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied provided by Parent in writing the Company for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offerissuance of Series B Units in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, dissemination at the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to The Proxy Statement and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officersthe portion thereof relating to the Stockholders’ Meeting, directors and subsidiaries) shall occur that is required to be described in an amendment ofthen, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed excluding any portion thereof based on information supplied by Parent or the Company in connection with the OfferMerger Sub for inclusion or incorporation by reference therein, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by the Company or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the The information supplied or to be supplied by Parent expressly in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementForm S-4 shall not, at the time of the meeting at which Form S-4 is declared effective by the Company Shareholder Vote is to be takenSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer , except that no representation or the Effective Time, as the case may be, any event warranty is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The information supplied or to be supplied by Parent (including its officersexpressly in writing for inclusion in the Proxy Statement/Prospectus will not, directors and subsidiaries) shall occur that at the time the Proxy Statement/Prospectus is first mailed to the stockholders of Parent, contain any untrue statement of a material fact or omit to state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed warranty is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in connection with the Offer, the Merger writing expressly for inclusion therein. The Form S-4 and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by Parent for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Parent, its officers, directors and subsidiaries) will comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder.

Information Supplied. None of The information relating to the information supplied or Company and its subsidiaries in the proxy statement to be supplied by Parent in writing for inclusion or incorporation by reference in provided to the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company Company’s stockholders in connection with the OfferCompany Stockholders Meeting and prospectus relating to the Parent ADSs (or the Parent Ordinary Shares represented thereby) to be offered pursuant to this Agreement and the Merger (such proxy statement and prospectus and any amendment thereof or supplement thereto, the Merger “Proxy Statement/Prospectus”) and the registration statement on Form S-4 (of which the Proxy Statement/Prospectus shall form a part) with respect to the issuance of the Parent ADSs (or the Parent Ordinary Shares represented thereby) in the Merger (such registration statement together with the amendments and supplements thereto, the “Form S-4”) and any other transactions contemplated hereby will at documents filed or furnished with or to the time of its filingSEC pursuant to the Securities Act or the Exchange Act, dissemination in each case in connection with the Merger shall not, on the date the Form S-4 is declared effective (and any amendment or supplement thereto), the date the Proxy Statement/Prospectus is mailed to the Company’s shareholders or, in the case of the Proxy Statement, stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to No representation is made by the expiration of the Offer or the Effective Time, as the case may be, any event Company with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described statements made in an amendment of, or a supplement tothe Proxy Statement/Prospectus, the Offer Documents, the Schedule 14D-9, the Proxy Statement Form S-4 or the any other documents required document filed or furnished with or to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and or pursuant to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and or the Exchange ActAct based on information supplied by Parent expressly for inclusion therein.

Information Supplied. (a) None of the information supplied or to be supplied by Parent in writing the Company specifically for inclusion or incorporation by reference in (i) Form 041, the Offer Documents, the Schedule 14D-914D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of Shares, 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; and (ii), in the event a Company Stockholders Meeting is held, neither the Proxy Statement (if applicable), or nor the other documents required Information Statement to be filed by Parent or the Company in connection with the Offersent to such stockholders will, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case holders of the Proxy Statement, Shares or at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at false or misleading or necessary to correct any time prior to the expiration of the Offer or the Effective Time, as the case may be, statement in any event earlier communication with respect to Parent the solicitation of proxies for the Company Stockholders Meeting that shall have become false or misleading. (including its officers, directors and subsidiariesb) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the The Schedule 14D-9, the Proxy Information Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC andProxy Statement, as and to the extent required by lawapplicable, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations thereunder. (c) Notwithstanding the foregoing provisions of Section 3.8(a), no representation or warranty is made by the Company with respect to statements made or omitted or incorporated by reference therein based on information supplied by Parent or Merger Sub or their respective affiliates for inclusion or incorporation by reference in the Schedule 14D-9, the Information Statement or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent provided in writing by the Company specifically for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company ETP in connection with the Offerissuance of Common Units in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement/prospectus relating to the Shareholders’ Meeting (the “Proxy Statement/Prospectus”) will, dissemination at the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, and at the time of the meeting at which the Company Shareholder Vote is to be takenShareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to The Proxy Statement/Prospectus and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company portion thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and relating to the extent required Shareholders’ Meeting but excluding any portion thereof based on information supplied by lawETP or Merger Sub for inclusion or incorporation by reference therein, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by the Company or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company.

Information Supplied. None of the information supplied or to be supplied provided by Parent in writing or its Subsidiaries for inclusion or incorporation by reference in (a) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, stockholders or at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior The Proxy Statement (other than the portion thereof relating solely to the expiration of Company Stockholders’ Meeting) and the Offer Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or the Effective Timeincorporation by reference therein, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that which no representation is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed made by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, any of its Subsidiaries) will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or Proxy Statement which were not supplied by or on behalf of Parent.

Information Supplied. None of the information supplied (or to be supplied by Parent supplied) in writing by or on behalf of RRMS specifically for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or with respect to the Company issuance of shares of Parent Common Stock in connection with the OfferMerger (as amended or supplemented from time to time, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy “Registration Statement”) will, at the time of the meeting Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at which the Company Shareholder Vote is to be takentime it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, and (b) the proxy statement filed by Parent with the SEC in connection with the Parent Stock Issuance Approval (the “Parent Proxy Statement”) will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. If at any time prior to Notwithstanding the expiration of the Offer foregoing, RRMS makes no representation or the Effective Time, as the case may be, any event warranty with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, information supplied by or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by on behalf of Parent or the Company Merger Sub for inclusion or incorporation by reference in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders any of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Actforegoing documents.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or on behalf of Apogent for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company F▇▇▇▇▇ in connection with the Offerissuance of F▇▇▇▇▇ Common Stock in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga 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, dissemination at the date it is first mailed to the CompanyApogent’s shareholders or, in the case of the Proxy Statement, or at the time of the meeting at which the Company Shareholder Vote is to be takenApogent Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The Joint Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Form S-4 will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.1(e), no representation or warranty is made by Apogent with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of Apogent.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Powertel specifically for inclusion or incorporation by reference in (i) the Offer DocumentsRegistration Statement or (ii) the joint proxy statement (together with any amendments or supplements thereto, the Schedule 14D-9, the "Joint Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination Statement") relating to the Company’s shareholders orStockholder Meetings will, in the case of the Registration Statement, at the time it becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or in the case of the Joint Proxy Statement, at the time of the meeting at which mailing of the Company Shareholder Vote is to be takenJoint Proxy Statement or the time of the Stockholder Meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy The Registration Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall will comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiariesPowertel) comply as to form in all material respects with the applicable requirements of the Securities Act Act, and the Joint Proxy Statement will comply (with respect to Powertel) as to form in all material respects with the requirements of the Exchange Act. Powertel makes no representation or warranty with respect to any information supplied by VoiceStream or any other Person who is not an Affiliate of Powertel that is contained in the Registration Statement or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent in writing such person for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, 14D-9 or the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement) will, at the date such documents are first published, sent or delivered to Company Stockholders or, unless promptly corrected, at any time during the pendency of the meeting at which Initial Offer or the Company Shareholder Vote is to be taken, Subsequent Offer contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. If Neither the Schedule TO, at the date such document is first published, sent or delivered to the Company Stockholders or, unless promptly corrected, at any time prior to during the expiration pendency of the Initial Offer or the Effective TimeSubsequent Offer, as nor the case may beProxy Statement (if applicable) at the date such document is first published, sent or delivered to Company Stockholders or, unless promptly corrected, at any event with respect time during the pendency of the Stockholder's Meeting, will contain any untrue statement of a material fact or omit to Parent (including its officers, directors and subsidiaries) shall occur that is state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements made therein, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders light of the Companycircumstances under which they were made, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawnot misleading. The Offer Documents Schedule 14D-1 will (with respect comply as to Parent, its officers, directors form and subsidiaries) comply substance in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actapplicable rules and regulations of the SEC thereunder. Notwithstanding the foregoing, no representation or warranty is made by such person with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. None of the information supplied (or to be supplied by Parent supplied) in writing by or on behalf of Liberty specifically for inclusion in or incorporation by reference in, and which is included in or incorporated by reference in, (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementForm S-4 will, at the time (i) that the Form S-4 or any amendments or supplements thereto are filed with the SEC, (ii) the Form S-4 becomes effective under the Securities Act, (iii) of the meeting at which Liberty Stockholders Meeting, (iv) of the Company Shareholder Vote is to be takenSplit-Off and (v) of the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading, and (b) the Prospectus / Proxy Statement will, on the date it is first mailed to stockholders of Liberty and at the time of the Liberty Stockholders Meeting (or filing with the SEC (as applicable)), be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading or necessary to correct any statement in any earlier communication. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors The Form S-4 and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Prospectus / Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the or Exchange Act. Notwithstanding the foregoing, Liberty makes no representation or warranty with respect to information supplied by or on behalf of SiriusXM for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. None of the information supplied relating to the Company, Company LP or to be the Company Subsidiaries contained in the Proxy Statement or supplied by Parent in writing the Company for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the any other documents required document to be filed by Parent with the SEC or the Company any other Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement ( “Other Filings”) will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Proxy Statement, at the time of the meeting mailing thereof or at which the time the Company Shareholder Vote Meeting is to be takenheld or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) with respect to the Other Filings, at the time of the filing thereof with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur All documents that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company is responsible for filing with the SEC in connection with the Offerthis Agreement, the Merger and Mergers or the other transactions contemplated hereby, Parent shall notify the Company thereof hereby will comply as to form and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder with respect to statements made or incorporated by reference in the Proxy Statement by, or with respect to, Parent.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, at the Schedule 14D-9time such documents are first published, sent or given to holders of Shares, and any time they are amended or supplemented, (ii) the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offer, issuance of Parent Common Stock in the Merger and (the other transactions contemplated hereby will "Form S-4"), at the time of its filingthe Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, dissemination to or (iii) the Company’s shareholders or, in the case of the Joint Proxy Statement, at the date it is first mailed to the Company's shareholders or at the time of the meeting at which the Company Shareholder Vote is to be taken, Shareholders Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The Joint Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations thereunder, including Rule 13e-3 (if applicable, nothing herein being deemed to be an admission that Rule 13e-3 is so applicable), except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the Joint Proxy Statement or contained in any Parent Filed SEC Documents incorporated by reference in the Offer Documents, the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (a) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the Schedule 14D-9, the Proxy Statement (if applicable), “Registration Statement”) shall contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time to stockholders of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, Parent and at the time of the meeting at which Company Stockholders Meeting and the Company Shareholder Vote is to be takenParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The Joint Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated herebyRegistration Statement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and each to the extent required by law, disseminated it relates to the shareholders of Company or its Subsidiaries or other information supplied by the CompanyCompany for inclusion therein, and such amendment or supplement shall will comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange ActAct and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. (i) None of the information supplied or to be supplied by Parent in writing Oryx for inclusion or incorporation by reference in (A) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementForm S-4 will, at the time of the meeting Form S-4 is filed with the SEC, at which any time it is amended or supplemented or at the Company Shareholder Vote is to be takentime it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Joint Proxy Statement/Prospectus will, on the date it is first mailed to Oryx stockholders or Kerr-McGee stockholders or at the time of the Oryx Stockholders Meeting or the Kerr-McG▇▇ ▇▇▇▇▇▇▇lders Meeting, contain any untrue statement of a material fact or omi▇ ▇▇ ▇▇▇▇▇ any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration The portions of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger Form S-4 and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment Joint Proxy Statement/Prospectus supplied by Oryx (whether by inclusion or supplement shall be promptly filed with the SEC and, by incorporation by reference therein) will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Actrules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(e), no representation or warranty is made by Oryx with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Kerr- McGee for inclusion or incorporation by reference therein.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing the Company Parties for inclusion or incorporation by reference in the Offer DocumentsS-4, the Schedule 14D-9, the Proxy Statement (if applicable), or the any other documents required document to be filed by Parent with the SEC or provided to holders of the Company Units in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement (the “Other Filings”) will not, in the case of the S-4 at the time of its filingit becomes effective, dissemination to the Company’s shareholders or, or in the case of the Proxy Statement, at the date it is first mailed to the Company Shareholders or at the time of the meeting Company Shareholders’ Meeting or at which the time of any amendment or supplement thereof, or, in the case of any Other Filing at the date it is first mailed to the Company Shareholder Vote Shareholders or holders of interests in any U.S. Subsidiary or at the date it is to be takenfirst filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior No representation is made (or omitted to be made) by the expiration of the Offer or the Effective Time, as the case may be, any event Company Parties with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described statements made or incorporated by reference therein based on information supplied by Buyer Parties in an amendment of, or a supplement to, connection with the Offer Documents, preparation of the Schedule 14D-9S-4, the Proxy Statement or the other Other Filings for inclusion or incorporation by reference therein. All documents required to be filed by Parent or that the Company is responsible for filing with the SEC in connection with the OfferElection, the Merger and Mergers, or the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof will comply as to form and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange ActAct and the rules and regulations thereunder.

Information Supplied. None of the The information supplied or to be supplied by Parent the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed by Parent or the Company in connection with the Offer, issuance of Parent Common Stock in the Merger and (the other transactions contemplated hereby “Form S-4”) will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statementnot, at the time of the meeting at which Form S-4 is declared effective by the Company Shareholder Vote is to be takenSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to , except that no representation or warranty is made by the expiration of the Offer or the Effective Time, as the case may be, any event Company with respect to statements made therein based on information supplied by Parent in writing expressly for inclusion therein. The information supplied or to be supplied by the Company in writing expressly for inclusion in the proxy statement relating to the Company Stockholders’ Meeting included in the Form S-4 (including its officersthe “Proxy Statement/Prospectus”) will not, directors at the time the Proxy Statement/Prospectus is first mailed to the stockholders of the Company and subsidiaries) shall occur that is at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed warranty is made by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply statements made therein based on information supplied by Parent in all material respects with the applicable requirements of the Securities Act and the Exchange Actwriting expressly for inclusion therein.

Information Supplied. None of the The information supplied or to be supplied by Parent Company in writing expressly for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed by Parent or the Company in connection with the Offer, issuance of shares of Parent Common Stock in the Merger and (the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement"Form S-4") shall not, at the time of the meeting at which Form S-4 is declared effective by the Company Shareholder Vote is to be takenSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer , except that no representation or the Effective Time, as the case may be, any event warranty is made by Company with respect to statements made or incorporated by reference therein based on information supplied by any Parent Entity in writing expressly for inclusion therein. The information supplied or to be supplied by Company in writing expressly for inclusion in the joint proxy statement/prospectus (including its officersthe "Proxy Statement/Prospectus") relating to the Company Stockholder Meeting included in the Form S-4 will not, directors at the time the Proxy Statement/Prospectus is first mailed to the stockholders of Company, and subsidiaries) shall occur that is at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders light of the Companycircumstances under which they are made, and such amendment not misleading, except that no representation or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (warranty is made by Company with respect to Parentstatements made or incorporated by reference therein based on information supplied by Parent in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by Company in writing expressly for inclusion therein but excluding any portion thereof based on information supplied by Parent in writing expressly for inclusion therein, its officers, directors and subsidiarieswith respect to which no representation or warranty is made by Company) will comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent in writing AmSurg or New Amethyst for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company Holdings in connection with the Offer, Mergers (the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement“Form S-4”) will, at the time of the meeting Form S-4 is filed with the SEC, and at which any time it is amended or supplemented or at the Company Shareholder Vote is to be takentime it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to each of the holders of Holdings Common Stock and AmSurg Common Stock and at the time of each of the Holdings Stockholders Meeting and AmSurg Shareholders Meeting, contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading (except that no representation or warranty is made by AmSurg to such portions thereof that relate expressly to Holdings or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Holdings for inclusion or incorporation by reference therein, in light of the circumstances under which they are made, not misleading). If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors The Form S-4 and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Joint Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the or Exchange Act, as applicable, and other applicable Law.

Information Supplied. None of the The information supplied or to be -------------------- supplied by Parent in writing ART or its Subsidiaries for inclusion in (a) the Form S-4 will not, either at the time the Form S-4 is filed with the SEC or incorporation by reference in at the Offer Documentstime it becomes effective under the Securities Act, the Schedule 14D-9, the Proxy Statement (if applicable), contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of statements therein not misleading or (b) the Proxy Statement, including any amendments and supplements thereto, will not, either at the date mailed to shareholders or at the time of the meeting at which the Company Shareholder Vote is of shareholders of ART to be takenheld in connection with the transactions contemplated by this Agreement and the Merger Agreements, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Form S-4 will each comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply form in all material respects with all applicable laws, including the provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, except that no representation is made by ART with respect to information supplied by Newco or NRLP for inclusion therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Pubco or Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions or any Ancillary Documents; (b) in the Offer Documents, Registration Statement; or (c) in the Schedule 14D-9, mailings or other distributions to CAC’s or Pubco’s shareholders and/or prospective investors with respect to the Proxy Statement consummation of the Transactions or in any amendment to any of documents identified in (if applicablea) through (c), will, when filed, made available, mailed or the other documents required to be filed by Parent or the Company in connection with the Offerdistributed, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in as the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenmay 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration None of the Offer information supplied or to be supplied by Pubco or Merger Sub expressly for inclusion or incorporation by reference in any of the Effective TimeSigning Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the case may bestatements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Pubco nor Merger Sub makes any event representation, warranty or covenant with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, any information supplied by or a supplement toon behalf of CAC, the Offer DocumentsTarget Companies, the Schedule 14D-9, the Proxy Statement Seller or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders any of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Acttheir respective Affiliates.

Information Supplied. No statement, certificate, instrument or other writing furnished or to be furnished by UNUM or any affiliate thereof to Provident pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Parent in writing UNUM for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with statements therein not misleading or (ii) the OfferJoint Proxy Statement will, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date the Joint Proxy Statement is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, UNUM's stockholders or at the time of the meeting at which the Company Shareholder Vote is to be takenUNUM Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The Joint Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations promulgated thereunder, except that no representation or warranty is made by UNUM with respect to statements made or incorporated by reference therein based on information supplied by Provident specifically for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. (i) The Schedule 13E-3 and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. (ii) None of the information supplied or to be supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in the Offer DocumentsProxy Statement, the Schedule 14D-9, the Proxy Statement (if applicable), or the 13E-3 and any other documents required to be filed by Parent or with the Company SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will hereby, including any amendment or supplement to such documents, will, at the time of its filingrespective times such documents are filed, dissemination and, with respect to the Company’s shareholders or, in the case of the Proxy Statement, at the time when first published, sent or given to stockholders of the meeting at which the Company Shareholder Vote is to be takenCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make made the statements made therein, in light of the circumstances under which they are made, not misleading. If at any time prior to misleading or, in the expiration case of the Offer Proxy Statement or any amendment thereof or supplement thereto, at the time of the Company Stockholders Meeting, and at the Effective Time, as contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to made the case may bestatements made therein, in light of the circumstances under which they are made, not false or misleading or necessary to correct any event statement in any earlier communication with respect to Parent any solicitation of proxies for the Company Stockholders Meeting which shall have become false or misleading. (including its officersiii) Notwithstanding the foregoing provisions of this Section 2.2(e), directors and subsidiaries) shall occur that no representation or warranty is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed made by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (Sub with respect to Parent, its officers, directors and subsidiaries) comply statements made or incorporated by reference in all material respects with the applicable requirements of the Securities Act and the Exchange ActSchedule 13E-3 based on information supplied by any party other than Parent or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied provided by Parent in writing the Company for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offerissuance of Parent Common Stock in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, dissemination or (b) the proxy statement relating to the Company Stockholders’ Meeting (such proxy statement as amended or supplemented from time to time, the “Proxy Statement”) will, at the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, stockholders or at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to The Proxy Statement (other than the expiration of the Offer or the Effective Timeportion thereof based on information supplied by Parent for inclusion therein, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that which no representation is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed made by Parent or the Company in connection with the Offer, the Merger or any of its Subsidiaries) and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will Form S-4 (solely with respect to Parent, its officers, directors and subsidiariesthe portion thereof relating to the Company Stockholders’ Meeting) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4, or the Proxy Statement which were not supplied by or on behalf of the Company.

Information Supplied. None of The information relating to Medtronic, its Subsidiaries and the information supplied Medtronic Merger Parties to be contained in the Joint Proxy Statement and the Form S-4 and any other documents filed or furnished with or to be supplied by Parent in writing for inclusion or incorporation by reference in the Offer DocumentsHigh Court, the Schedule 14D-9, SEC or pursuant to the Proxy Statement (if applicable), or Act and the other documents required to be filed by Parent or the Company Takeover Rules in each case in connection with the OfferAcquisition will not, on the Merger date the Joint Proxy Statement (and the other transactions contemplated hereby will any amendment or supplement thereto) is first mailed to Medtronic Shareholders and at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, Form S-4 is declared effective (and any amendment or supplement thereto) or at the time of the meeting at which the Company Shareholder Vote is to be takenMedtronic Shareholders Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. If at any time prior The Joint Proxy Statement and the Form S-4 (other than the portions thereof relating solely to the expiration of the Offer Court Meeting or the Effective Time, as the case may be, EGM) and any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other related documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall will comply in all material respects as to form with all provisions the requirements of applicable lawboth the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. The Offer Documents parts of the Scheme Document and any related documents for which the Medtronic Directors are responsible under the Takeover Rules and any related filings for which the Medtronic Directors are responsible under the Takeover Rules will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects as to form with the applicable requirements of the Securities Act Takeover Rules and the Exchange Act. Notwithstanding the foregoing provisions of this Clause 6.2(l), no representation or warranty is made by Medtronic with respect to information or statements made or incorporated by reference in the Joint Proxy Statement and the Form S-4 which were not supplied by or on behalf of Medtronic.

Information Supplied. (a) None of the information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (A) the Offer DocumentsForm S-4 (as defined in Section 6.02) will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) the Joint Proxy Statement/Prospectus will, on the date it is first mailed to stockholders of the Company or Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which of the stockholders of the Company Shareholder Vote is to be takenor Parent, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior With regard to the expiration of information supplied or to be supplied by the Offer Company for inclusion or incorporation by reference in the Form S-4 or the Effective TimeJoint Proxy Statement/Prospectus, such information will comply as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Actrules and regulations of the SEC thereunder. (b) Notwithstanding the foregoing provisions of this Section 3.25, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Parent for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent in writing specifically for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementForm S-4 will, at the time of the meeting Form S-4 is filed with the SEC or at which the Company Shareholder Vote is to be takentime it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If None of the information supplied or to be supplied by or on behalf of Parent specifically for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at any the time prior the Proxy Statement/Prospectus is first mailed to the expiration stockholders of the Offer or Company, at the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, time the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly Statement/Prospectus is filed with the SEC and, as and to or at the extent required by law, disseminated to the shareholders time of the CompanyCompany Stockholders’ Meeting (or any adjournment or postponement thereof), and such amendment contain any untrue statement of a material fact or supplement shall comply omit to state any material fact required to be stated therein or necessary in all material respects with all provisions order to make the statements therein, in light of applicable lawthe circumstances under which they are made, not misleading. The Offer Documents Form S-4 will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Actrules and regulations promulgated by the SEC thereunder, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent in writing HealthWatch specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company HealthWatch in connection with the Offer, issuance of HealthWatch Common Stock in the Merger and (the other transactions contemplated hereby will "Form S-4") will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga 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 included therein will, dissemination at the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, HealthWatch's stockholders or at the time of the meeting at which the Company Shareholder Vote is to be takenHealthWatch Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to The Form S-4 and the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Joint Proxy Statement or the other documents required included therein will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations thereunder, except that no representation or warranty is made by HealthWatch with respect to statements made or incorporated by reference therein based on information supplied by Halis specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or with respect to be supplied by Parent in writing and its Subsidiaries that Parent supplies for inclusion or incorporation by reference in (i) the Offer DocumentsForm S 4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, the Proxy Statement (if applicable), contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company statements therein, in connection with light of the Offercircumstances under which they are made, not misleading, or (ii) the Merger and the other transactions contemplated hereby will Joint Proxy Statement/Prospectus will, at the time of its filing, dissemination date it is first mailed or made available to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenand Parent’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at , except that, in any time prior to the expiration of the Offer or the Effective Timecase, as the case may be, any event no representation is made by Parent with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, statements made or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement incorporated by reference therein based on information supplied by or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders on behalf of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents Form S-4 and the Joint Proxy Statement/Prospectus will (comply, with respect to Parentinformation regarding Parent and its Subsidiaries, its officers, directors and subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Actrules and regulations of the SEC promulgated thereunder, except that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus, as applicable.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or on behalf of the Company specifically for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementForm S-4 will, at the time of the meeting Form S-4 is filed with the SEC or at which the Company Shareholder Vote is to be takentime it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at any the time prior the Proxy Statement/Prospectus is first mailed to the expiration stockholders of the Offer or Company, at the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, time the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly Statement/Prospectus is filed with the SEC and, as and to or at the extent required by law, disseminated to the shareholders time of the CompanyCompany Stockholders’ Meeting (or any adjournment or postponement thereof), and such amendment contain any untrue statement of a material fact or supplement shall comply omit to state any material fact required to be stated therein or necessary in all material respects with all provisions order to make the statements therein, in light of applicable lawthe circumstances under which they are made, not misleading. The Offer Documents Proxy Statement/Prospectus will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Actrules and regulations promulgated by the SEC thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent in writing DigitalGlobe, Merger Sub or Merger Sub 2 for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it is declared effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary in order to make the Company statements therein, in connection with light of the Offercircumstances under which they are made, not misleading or (ii) the Merger Joint Proxy Statement will, at the date it is first mailed to each of DigitalGlobe’s stockholders and the other transactions contemplated hereby will GeoEye’s stockholders or at the time of its filing, dissemination to the Company’s shareholders or, in the case each of the Proxy Statement, at DigitalGlobe Stockholders Meeting and the time of the meeting at which the Company Shareholder Vote is to be takenGeoEye Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior The Form S-4 will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, except that no representation is made by DigitalGlobe with respect to statements made or incorporated by reference therein based on information supplied by GeoEye for inclusion or incorporation by reference therein. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation is made by DigitalGlobe with respect to statements made or incorporated by reference therein based on information supplied by GeoEye for inclusion or incorporation by reference therein.

Information Supplied. None of the The information supplied or to be -------------------- supplied by Parent in writing NRLP or its Subsidiaries for inclusion in (a) the Form S-4 will not, either at the time the Form S-4 is filed with the SEC or incorporation by reference in at the Offer Documentstime it becomes effective under the Securities Act, the Schedule 14D-9, the Proxy Statement (if applicable), contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of statements therein not misleading or (b) the Proxy Statement, including any amendments and supplements thereto, will not, either at the date mailed to unitholders or at the time of the meeting at which the Company Shareholder Vote is of unitholders of NRLP to be takenheld in connection with the transactions contemplated by this Agreement and the Merger Agreements, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Form S-4 will each comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply form in all material respects with all applicable laws, including the provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, except that no representation is made by NRLP with respect to information supplied by Newco and ART for inclusion therein.

Information Supplied. (i) None of the information supplied or to be supplied by Parent in writing New Core for inclusion or incorporation by reference in (A) the Offer Documents, the Schedule 14D-9, the Proxy Registration Statement (if applicableas defined in Section 7.1(a)) will, at the time the Registration Statement is filed with the Securities and Exchange Commission (the “SEC”), at any time it is amended or supplemented or at the other documents time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders orstatements therein, in the case light of the Proxy circumstances under which they were made, not misleading and (B) the Information Statement/Prospectus (as defined in Section 7.1(a)) will, on the date it is first mailed to New Core shareholders or at the time of the meeting at which the Company Shareholder Vote is to be takenNew Core Shareholders Meeting (as defined in Section 7.1(b)) or New Core Written Consents (as defined in Section 7.1(b)), as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to ]. (ii) Notwithstanding the expiration foregoing provisions of the Offer this Section 5.1(e), no representation or the Effective Time, as the case may be, any event warranty is made by New Core with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described statements made or incorporated by reference in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Registration Statement or the other Information Statement/Prospectus based on information supplied by RDSI for inclusion or incorporation by reference therein, or based on information which is not included or incorporated by reference in such documents required but which should have been disclosed therein pursuant to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange ActSection 5.2(e).

Information Supplied. None of the information supplied or to be supplied by Parent in writing Pubco or Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions or any Ancillary Documents; (b) in the Offer Documents, Registration Statement; or (c) in the Schedule 14D-9, mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the Proxy Statement consummation of the Transactions or in any amendment to any of documents identified in (if applicablea) through (c), will, when filed, made available, mailed or the other documents required to be filed by Parent or the Company in connection with the Offerdistributed, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in as the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenmay 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration None of the Offer information supplied or to be supplied by Pubco or Merger Sub expressly for inclusion or incorporation by reference in any of the Effective TimeSigning Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the case may bestatements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Pubco nor Merger Sub makes any event representation, warranty or covenant with respect to Parent (including its officersany information supplied by or on behalf of Purchaser, directors and subsidiaries) shall occur that is required to be described in an amendment ofthe Target Companies, or a supplement to, any of their respective Affiliates. All documents that Pubco is responsible for filing with the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger Transactions will comply as to form and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. (i) None of the information supplied or to be supplied by Parent in writing UroCor for inclusion or incorporation by reference in (A) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with statements therein not misleading, and (B) the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Joint Proxy Statement/Prospectus will, on the date it is first mailed to UroCor stockholders or Dianon stockholders or at the time of the meeting at which UroCor Stockholders Meeting or the Company Shareholder Vote is to be takenDianon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The UroCor Proxy Statement or included in the other documents required Form S-4 and in the Joint Proxy Statement/Prospectus will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Actrules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(e), no representation or warranty is made by UroCor with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Dianon or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent the Company in writing specifically for inclusion or incorporation by reference in (i) the Offer DocumentsRegistration Statement on Form S-4 of Parent (together with any amendments or supplements thereto, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required “Form S-4”) to be filed with the SEC by Parent or the Company in connection with the Offer, issuance of the Parent Common Stock in or as a result of the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statementwill, at the time of the meeting Form S-4 is filed with the SEC and at which the Company Shareholder Vote is to be takentime the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading; and (ii) the Joint Proxy Statement/Prospectus will, at the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. If at any time prior to Notwithstanding the expiration of foregoing, the Offer Company makes no representation or the Effective Time, as the case may be, any event warranty with respect to Parent (including its officers, directors and subsidiaries) shall occur that is any information provided by or required to be described provided by Parent, Merger Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement Form S-4 or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange ActJoint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied provided by Parent in writing Mavericks for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementForm S-4 will, at the time of the meeting at which Form S-4 becomes effective under the Company Shareholder Vote is to be takenSecurities Act, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to the Rockets Stockholders and ▇▇▇ ▇▇▇▇▇▇▇▇▇ Stockholders or at the time of the Rockets Stockholders Meeting or ▇▇▇ ▇▇▇▇▇▇▇▇▇ Stockholders Meeting contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior The Joint Proxy Statement (other than the portion thereof relating solely to the expiration of Rockets Stockholders Meeting) and the Offer Form S-4 (other than the portion thereof based on information supplied by Rockets for inclusion or the Effective Timeincorporation by reference therein, as the case may be, any event with respect to Parent (including which no representation is made by Mavericks or any of its officers, directors and subsidiariesSubsidiaries) shall occur that is required will comply as to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by Mavericks with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of Mavericks.

Information Supplied. None of the information supplied or required to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (i) the Offer DocumentsRegistration Statement will, at the Schedule 14D-9time the Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement (if applicable), or the other documents required relating to be filed by Parent or the Company in connection with the OfferStockholders Meeting, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date the Proxy Statement is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, 's stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders 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 therein, in light of the circumstances under which they are made, not misleading. If at any time prior The Proxy Statement, as it relates to the expiration of the Offer or the Effective TimeCompany Stockholders Meeting, will comply as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act.rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference contained in or omitted from any of the foregoing documents based on information supplied or required to be supplied by EarthLink for inclusion or incorporation by reference therein

Information Supplied. (i) Each of the Offer Documents and any amendments or supplements thereto, when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. (ii) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.02(d)(ii) do not apply to statements or omissions included in the Offer Documents based upon information provided to Parent or Sub by or on behalf of the Company specifically for use therein. (iii) None of the information supplied or to be supplied by or on behalf of Parent in writing or Sub specifically for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, Company Disclosure Documents and the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statementwill, at the time of the meeting filing, thereof, at which the Company Shareholder Vote is to be takentime of any distribution or dissemination thereof, at the time of the consummation of the Offer and at the time such stockholders vote, if necessary, on adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer The information supplied or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described supplied by or on behalf of Parent or Sub specifically for inclusion in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, filings (other than the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed Statement) with the SEC and, as or any Governmental Entity with regulatory jurisdiction over enforcement of any applicable antitrust laws will be true and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply correct in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Actrespects.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or on behalf of the Company for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or pursuant to which shares of Parent Class A Common Stock issuable in the Company in connection Merger will be registered with the OfferSEC (including any amendments or supplements thereto, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy “Registration Statement”) shall, at the time of the meeting Registration Statement is filed with the SEC, at which any time such document is amended or supplemented, or at the Company Shareholder Vote is to be takentime it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If false or misleading or (b) the Joint Proxy Statement will, at any time prior the date it is first mailed to the expiration stockholders of the Offer Company and the stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or the Effective Time, as the case may be, omit to state any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, in light of the circumstances under which they are made, not false or a supplement tomisleading. Subject to the accuracy of the first sentence of Section 5.7, the Offer Documents, the Schedule 14D-9, the Registration Statement and Joint Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Actrules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-914D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of Company Common Stock, 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 are made, not misleading, and (ii) the Proxy Statement (if applicable)any) will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case holders of the Proxy Statement, Company Common Stock or at the time of the Company Stockholders Meeting (if such a meeting at which the Company Shareholder Vote is to be takenheld), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If misleading or will, at any the time prior to the expiration of the Offer or Company Stockholders Meeting (if such a meeting is held), omit to state any material fact necessary to correct any statement in any earlier communication from the Effective Time, as the case may be, any event Company with respect to Parent (including its officers, directors and subsidiaries) the solicitation of proxies for the Company Stockholders Meeting that shall occur that is required to be described have become false or misleading in an amendment of, or a supplement to, the Offer Documents, the any material respect. The Schedule 14D-9, the Information Statement and the Proxy Statement or the other documents required (if any) will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9, the Information Statement or the Proxy Statement (if any).

Information Supplied. None of the The information supplied or to be supplied by Parent in writing the Company specifically for inclusion or incorporation by reference in the Offer Documents, registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable in the Schedule 14D-9, Merger will be registered with the Proxy SEC (the “Registration Statement”) shall not at the time the Registration Statement (if applicable), is declared effective by the SEC contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein not misleading. The information supplied or to be supplied by Parent or the Company specifically for inclusion in the proxy statement or any amendment or supplement thereto (the “Proxy Statement”) to be included in the Registration Statement and to be sent to the stockholders of Parent in connection with the Offer, the Merger Parent stockholders meeting to adopt this Agreement and the other transactions contemplated hereby will at (the time of its filing“Parent Stockholders Meeting”) shall not, dissemination on the date the Proxy Statement is first mailed to the Company’s shareholders or, in the case stockholders of the Proxy Statement, Parent or at the time of the meeting Parent Stockholders Meeting or at which the Company Shareholder Vote is to be takenEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information relating to PMIN which is supplied or to be supplied by Parent in writing PMIN expressly for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection filings with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementSEC will, at the time date of the meeting at which the Company Shareholder Vote is to be takenfiling, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior misleading (subject to the expiration qualifications and limitations set forth in the materials provided by PMIN and/or any PMIN Subsidiary or that is included in the SEC filings). None of the Offer information supplied or to be supplied by PMIN in writing expressly for inclusion or incorporation by reference in any of the Effective TimeAncillary Public Disclosures will, as at the case may betime filed with the SEC, contain any event untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by PMIN or that is included in Ancillary Public Disclosures). Notwithstanding the foregoing, PMIN makes no representation, warranty or covenant with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed any information supplied by Parent or the Company for inclusion in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and any such event shall be so described. Any such amendment or supplement shall be promptly filed filings with the SEC and, as and or Ancillary Public Disclosures. PMIN has delivered or provided access to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in Company all material respects with all provisions of applicable law. The Offer Documents will (information, documents and instruments necessary in order for the Company to conduct its due diligence with respect to Parent, its officers, directors the representations and subsidiaries) comply warranties in all material respects with the applicable requirements of the Securities Act and the Exchange Actthis Article III.

Information Supplied. None of the information supplied relating to STAR or to be supplied any STAR Subsidiary contained or incorporated by Parent reference in the Proxy Statement or the Form S-4 or that is provided by STAR or any STAR Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the any document filed with any other documents required to be filed by Parent or the Company Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Proxy Statement, at the time of the meeting mailing thereof, at which the Company Shareholder Vote time of the Stockholders Meeting, at the time the Form S-4 is declared effective or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be takenstated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by STAR with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to All documents that STAR is responsible for filing with the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated relating to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to ParentSTAR, its officers, directors and subsidiariespartners and the STAR Subsidiaries (or other information supplied by or on behalf of STAR or any STAR Subsidiaries for inclusion therein) will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the STAR III Parties.

Information Supplied. None of the information relating to Datasea which is supplied or to be supplied by Parent in writing Datasea expressly for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection filings with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementSEC will, at the time date of the meeting at which the Company Shareholder Vote is to be takenfiling, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior misleading (subject to the expiration qualifications and limitations set forth in the materials provided by Datasea and/or any Datasea Subsidiary or that is included in the SEC filings). None of the Offer information supplied or to be supplied by Datasea in writing expressly for inclusion or incorporation by reference in any of the Effective TimeAncillary Public Disclosures will, as at the case may betime filed with the SEC, contain any event untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by Datasea or that is included in Ancillary Public Disclosures). Notwithstanding the foregoing, Datasea makes no representation, warranty or covenant with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed any information supplied by Parent or the Company for inclusion in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and any such event shall be so described. Any such amendment or supplement shall be promptly filed filings with the SEC and, as and or Ancillary Public Disclosures. Datasea has delivered or provided access to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in Company all material respects with all provisions of applicable law. The Offer Documents will (information, documents and instruments necessary in order for the Company to conduct its due diligence with respect to Parent, its officers, directors the representations and subsidiaries) comply warranties in all material respects with the applicable requirements of the Securities Act and the Exchange Actthis Article III.

Information Supplied. The Registration Statement, and any amendments or supplements thereto, when filed will comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Registration Statement or any amendment or supplement thereto becomes effective, the Registration Statement, as amended or supplemented, 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 case of any prospectus included as part of the Registration Statement, in light of the circumstances under which they were made), not misleading. None of the information supplied or to be supplied by Parent in writing Armada for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement or any amendment or supplement thereto will (if applicableexcept to the extent revised or superseded by amendments or supplements contemplated hereby), or on the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case stockholders of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenMesa, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to Notwithstanding the expiration of the Offer foregoing, no representation or the Effective Time, as the case may be, any event warranty is made by Armada with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described statements included or incorporated by reference in an amendment of, the Registration Statement or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement based on information supplied by Mesa or the other documents required to be filed its Subsidiaries or any of their respective representatives or advisors in writing specifically for use or incorporation by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Actreference therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or Merger Sub for inclusion or incorporation by reference in (a) any Current Report on Form 8-K or any other report, form, registration, or other filing made with any Governmental Authority with respect to the Offer Documents, the Schedule 14D-9, transactions contemplated hereby or (b) the Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the CompanyParent’s shareholders or, in the case of the Proxy Statement, stockholders and warrantholders or at the time of the meeting at which the Company Shareholder Vote is to be takenStockholder Meeting or Warrantholder Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange rules and regulations thereunder, except that no representation is made by Parent with respect to statements made or incorporated by reference therein based solely on information supplied by Chaparral in writing for inclusion or incorporation by reference in the Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion in the Proxy Statement shall, at the time such document is filed, at the time amended or supplemented, or at the time the Proxy Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by Chaparral which is contained in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Parent, Merger Sub or Merger LLC for inclusion or incorporation by reference in the Offer DocumentsRegistration Statement or the proxy statement/prospectus included therein relating to the Company Stockholder Meeting (as hereinafter defined) (together with any amendments or supplements thereto, the Schedule 14D-9“Proxy Statement”) will (i) in the case of the Registration Statement, at the Proxy Statement (if applicable)time it becomes effective, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary in order to make the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, statements therein not misleading or (ii) in the case of the Proxy Statement, at the time of the meeting mailing of the Proxy Statement and at which the time of the Company Shareholder Vote is to be takenStockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If If, at any time prior to the expiration of the Offer or the Effective Time, as the case may beCompany Stockholder Meeting, any event with respect to Parent (including Parent, its officers, officers and directors and subsidiaries) or any of its Subsidiaries shall occur that which is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the OfferRegistration Statement, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such , and an appropriate amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by lawLaw, disseminated to the shareholders stockholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents Registration Statement will comply (with respect to Parent, its officers, directors and subsidiaries) comply as to form in all material respects with the applicable requirements provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act.

Information Supplied. None The Company (at the direction of the Special Committee) shall prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement, a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company (at the direction of the Special Committee) shall cooperate with Dimensional and Merger Sub in the preparation and filing by Dimensional and Merger Sub with the SEC, as promptly as reasonably practicable after the date of this Agreement, a Schedule 13E-3 under Rule 13e-3 under the Exchange Act (such Schedule 13-E-3, including any amendment or supplement thereto, the “Schedule 13E-3”). The Proxy Statement shall include the notice of meeting in the form required by Delaware law (including, without limitation, the notice of availability of dissenters’ rights). Each of the Company, Dimensional and Merger Sub agrees, as to itself and its Subsidiaries, to use its commercially reasonable efforts to ensure that the Proxy Statement and Schedule 13E-3 as filed by it will comply in all material respects with the applicable provisions of the Exchange Act. Dimensional agrees that none of the information supplied by it or to be supplied by Parent in writing any of its Subsidiaries for inclusion or incorporation by reference in the Offer DocumentsProxy Statement or Schedule 13E-3, and the Schedule 14D-9, Company agrees that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement (if applicable)or Schedule 13E-3, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be taken, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of The information relating to the information supplied or Company and the Company Subsidiaries to be supplied by Parent in writing for inclusion contained in, or incorporation incorporated by reference in in, (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offer, registration under the Securities Act of the shares of Parent Common Stock to be issued in connection with the Merger and (as amended or supplemented from time to time (the other transactions contemplated hereby “Form S-4”)) will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statementnot, at the time of the meeting Form S-4 is filed with the SEC, at which any time it is amended or supplemented or at the Company Shareholder Vote is to be takentime it becomes effective under the Securities Act, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in the light of the circumstances under which they are were made, not misleading and (b) the Information Statement (or any amendment or supplement thereto) will not, on the date the Information Statement is first mailed to the Company Stockholders or at the time the Information Statement (or any amendment or supplement thereto) is filed with the SEC, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in the light of the circumstances under which they were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy The Information Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall will comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect as to Parent, its officers, directors and subsidiaries) comply in all material respects form with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.21, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Information Statement based upon information supplied by or on behalf of Parent or Merger Sub.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or Merger Sub for inclusion or incorporation by reference in (i) the S-4, the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), 14D-9 or the other documents required to be filed by Parent or the Company in connection with the OfferInformation Statement, the Merger and the other transactions contemplated hereby will will, at the time of its filingsuch document is filed with the SEC, dissemination at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s shareholders orstockholders, and in the case of the Proxy StatementS-4, at the time of it becomes effective under the meeting at which the Company Shareholder Vote is to be takenSecurities 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, in the light of the circumstances under which they were made, not misleading, or (ii) the Company Proxy Statement will, at the date it is first mailed to the Company Stockholders and at the time of the Company Stockholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement toThe S-4, the Offer Documents, and the Schedule 14D-9Company Proxy Statement, at the date such Company Proxy Statement or is first mailed to stockholders and at the other documents required to be filed by Parent or time of the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC andStockholders Meeting, as and applicable, , will comply as to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange Actrules and regulations promulgated thereunder. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Offer Documents and the Company Proxy Statement.

Information Supplied. (a) None of the information supplied included or to be supplied by Parent in writing for inclusion or incorporation incorporated by reference in the Offer Documents, the Schedule 14D-9, the Company Proxy Statement (if applicable)contained in the Registration Statement, or any other document filed with the other documents required to be filed by Parent SEC or the Company publicly disseminated in connection with the Offer, the Merger and the other transactions contemplated hereby will by this Agreement (the “Other Filings”), taken as a whole with all other such information will, in the case of the Company Proxy Statement, at the date it is first mailed to the Company’s stockholders or at the time of its filingthe Company Stockholders Meeting or at the time of any amendment or supplement thereof, dissemination to the Company’s shareholders or, in the case of the Proxy Statementany Other Filing, at the time of date it is first mailed to the meeting Company’s stockholders or at which the Company Shareholder Vote date it is to be takenfirst filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to , except that no representation is made by the expiration of the Offer or the Effective Time, as the case may be, any event Company with respect to statements made or incorporated by reference therein based on information supplied by Parent (including its officers, directors and subsidiaries) shall occur that is required to be described or Merger Sub in an amendment of, or a supplement toconnection with the preparation of the Registration Statement, the Offer Documents, the Schedule 14D-9, the Company Proxy Statement or the other documents required to be Other Filings for inclusion or incorporation by reference therein. The Company Proxy Statement and the Other Filings that are filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (b) Without limiting the foregoing, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement will not, at the time that the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Company for inclusion or incorporation by reference in the Offer Documents, (i) the Schedule 14D-914D-9 will, at the time the Schedule 14D-9 is filed with the SEC, and at any time it is amended or supplemented, 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, (ii) the Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, 's stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of , or (iii) the Offer Documents will, at the time the Offer Documents or any amendments or supplements thereto are first published, sent to Company's stockholders, or at the Effective Timetime the Offer is consummated, as the case may be, contain any event with respect untrue statement of a material fact or omit to Parent (including its officers, directors and subsidiaries) shall occur that is state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement toin the light of the circumstances under which they were made, the Offer Documents, the not misleading. The Schedule 14D-9, 14D-9 and the Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations promulgated thereunder, except that no representation is made by Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Newco specifically for inclusion therein. For purposes of this Agreement, the parties agree that statements made and information in the Schedule 14D-9 and the Proxy Statement relating to the federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by Company and not by Parent or Newco.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offer, issuance of Parent Common Stock in the Merger and (the other transactions contemplated hereby will "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, dissemination in light of the circumstances under which they are made, not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, 's stockholders or Parent's stockholders or at the time of the meeting at which Company Stockholders Meeting or the Company Shareholder Vote is to be takenParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration The portions of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Joint Proxy Statement or the other documents required to be filed supplied by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. (i) None of the information supplied or to be supplied by Parent in writing Qwest for inclusion or incorporation by reference in (A) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with statements therein not misleading, and (B) the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Joint Proxy Statement/Prospectus will, on the date it is first mailed to LCI stockholders or Qwest stockholders or at the time of the meeting at which LCI Stockholders Meeting or the Company Shareholder Vote is to be takenQwest Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger The Form S-4 and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Joint Proxy Statement/Prospectus will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Actrules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(e), no representation or warranty is made by Qwest with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by LCI for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent in writing by or on behalf of Nova II or any Nova II Subsidiary for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementForm S-4 will, at the time of such document is filed with the meeting SEC, at which any time such document is amended or supplemented or at the Company Shareholder Vote time such document is to be takendeclared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the common stockholders of Nova II, at the time of the Nova II Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Nova II 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 under in which they are were made, not misleading. If at All documents that Nova II or any time prior Nova II Subsidiary is responsible for filing with the SEC in connection with the Mergers, to the expiration extent relating to Nova II or any Nova II Subsidiary or other information supplied by or on behalf of Nova II or any Nova II Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Offer Securities Act or the Effective TimeExchange Act, as the case may beapplicable, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents each such document required to be filed by Parent or with any Governmental Authority (other than the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents SEC) will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the provisions of applicable requirements Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.02(v) will not apply to statements or omissions included in the Form S-4 or the Proxy Statement to the extent based upon information supplied to Nova II by or on behalf of the Securities Act and the Exchange ActOther Parties.

Information Supplied. (a) None of the information supplied or to be supplied by Parent in writing by or on behalf of Parent or any Parent Subsidiary for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementForm S-4 will, at the time of such document is filed with the meeting SEC, at which any time such document is amended or supplemented or at the Company Shareholder Vote time such document is to be takendeclared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the holders of the Company Common Shares and the holders of the Parent Common Shares, at the time of the Company Shareholder Meeting and the Parent 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 under in which they are were made, not misleading. If at any time prior to All documents that Parent is responsible for filing with the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offerthis Agreement, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required relating to Parent or any Parent Subsidiary or other information supplied by lawor on behalf of Parent or any Parent Subsidiary for inclusion therein, disseminated will comply as to the shareholders of the Companyform, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parentrespects, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements provisions of the Securities Act and the or Exchange Act, as applicable. (b) Notwithstanding anything to the contrary in this Section 5.12, Parent makes no representation or warranty with respect to statements made or 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 Parent by or on behalf of the Company.

Information Supplied. None of the information supplied or to be supplied by Parent in writing on or behalf of the REIT II Parties or any REIT II Subsidiary for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the REIT III Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination it is first mailed to the Company’s shareholders or, in the case of the Proxy StatementREIT III stockholders, at the time of the meeting REIT III Stockholders Meeting, at which the Company Shareholder Vote time the Form S-4 is to be takendeclared 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If , or (b) the Form S-4 will, at the time such document is declared effective by the SEC, contain any time prior untrue statement of material fact or omit to the expiration of the Offer or the Effective Time, as the case may be, state any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement toin light of the circumstances under which they are made, not misleading. All documents that REIT II is responsible for filing with the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required relating to REIT II and the REIT II Subsidiaries (or other information supplied by law, disseminated to the shareholders or on behalf of the Company, and such amendment REIT II or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents any REIT II Subsidiaries for inclusion therein) will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the REIT III Parties.

Information Supplied. None of the information supplied or to be supplied by Parent provided in writing by the Partnership specifically for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offerissuance of Parent Common Units in the LP Merger and in which the Combined Consent Statement/Prospectus will be included as a prospectus (including any amendments or supplements, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement“Form S-4”) will, at the time the Form S-4 is filed with the SEC and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the meeting at circumstances in which they are made, not misleading or (b) the Company Shareholder Vote Combined Consent Statement/Prospectus will, on the date it is first mailed to be takenthe Partnership’s unitholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to The Combined Consent Statement/Prospectus and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, portion thereof based on information supplied by the Schedule 14D-9, the Proxy Statement Partnership or the other documents required to be filed General Partner or any of their respective Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by or on behalf of Parent or the Company in connection with the OfferMerger Subs for inclusion or incorporation by reference therein, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by the Partnership or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Partnership with respect to information or statements made or incorporated by reference in the Form S-4 or the Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Partnership.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementForm S-4 shall not, at the time of the meeting at which Form S-4 is declared effective by the Company Shareholder Vote is to be takenSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer , except that no representation or the Effective Time, as the case may be, any event warranty is made by Parent with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed statements made therein based on information supplied by Parent or the Company in connection with writing expressly for inclusion therein. The information supplied or to be supplied by Parent for inclusion in the OfferProxy Statement/Prospectus shall not, at the Merger and time the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated Proxy Statement/Prospectus is first mailed to the shareholders of the CompanyCompany and at the time of any meeting of Company shareholders to be held in connection with the Merger, and such amendment contain any untrue statement of a material fact or supplement shall comply omit to state any material fact required to be stated therein or necessary in all material respects with all provisions order to make the statements therein, in light of applicable law. The Offer Documents will (the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by the Company in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by Parent for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Parent, its officers, directors and subsidiaries) will comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in the Offer Documents, registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of UCU Common Stock issuable in the Schedule 14D-9, Merger will be registered with the Proxy SEC (the "Registration Statement") shall not at the time the Registration Statement (if applicable), is declared effective by the SEC contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Parent the Company for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company in connection with the Offer, their meeting to consider this Agreement and the Merger and (the other transactions contemplated hereby will at "Company Stockholders' Meeting") shall not, on the time of its filing, dissemination date the Proxy Statement is first mailed to the Company’s shareholders or, in the case stockholders of the Proxy Statement, Company or at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.