Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Proxy Statement will, on the date it is first mailed to the holders of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting 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 to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statement.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given 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 are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act 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 not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, on at the date it is first mailed to stockholders of the holders Company, or at the time of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date")Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Meeting Datetime of such meeting, any event with respect to the Company or any of its SubsidiariesCompany Subsidiary, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the CompanySEC. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding Exchange Act and the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations thereunder.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.9, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company Partnership and the Partnership GP specifically for inclusion or incorporation by reference in (a) the Proxy Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Class P Stock in connection with the Merger (as amended or supplemented from time to time, the “Registration Statement”) will, on at the date it time the Registration Statement, or any amendment or supplement thereto, is first mailed to filed with the holders of the Company Common Stock SEC or at the date of time it becomes effective under the related stockholder meeting (the "Meeting Date")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, (b) the Rule 13e-3 transaction statement on Schedule 13E-3 relating to the approval of this Agreement by the Limited Partners (as amended or supplemented, the “Schedule 13E-3”) will, at the time the Schedule 13E-3, or any amendment or supplement thereto, is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, (c) the Partnership Proxy Statement will, on the date it is first mailed to Limited Partners, and at the time of the Partnership Unitholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and (d) the proxy statement filed by Parent with the SEC in connection with Parent Stockholder Approval (the “Parent Proxy Statement” and together with the Partnership Proxy Statement, the “Proxy Statements”) 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 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 Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the The Partnership Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Statement will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions applicable requirements of applicable law as to the information required to be contained thereinExchange Act. Notwithstanding the foregoing, the Company Partnership makes no representation or warranty with respect to the information supplied by or to be on behalf of Parent or Merger Sub (including, for the avoidance of doubt, any information supplied by Parent with respect to KMP, KMR, the KMP Merger or Sub the KMR Merger, whether or not originally supplied to Parent by KMP, KMR or any other Person) for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied in writing by the Company specifically or on behalf of Sirius or any Sirius Subsidiary for inclusion or incorporation by reference in (i) the Proxy Statement Form S-4 will, on at the date it time such document is first mailed to filed with the holders of the Company Common Stock SEC, at any time such document is amended or supplemented or at the date of time such document is declared effective by the related stockholder meeting (the "Meeting Date")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 Polaris and Constellation, at the time of the Polaris Stockholders Meeting and the Constellation Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Sirius-Polaris Merger Effective Time and the Constellation-Polaris 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 any time prior to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company Sirius is responsible for filing with the SEC in connection with the transactions contemplated hereinMergers, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company extent relating to Sirius or its Subsidiaries any Sirius Subsidiary or other information supplied by the Company specifically or on behalf of Sirius or any Sirius Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, the Exchange Act or the rules and regulations thereunderas applicable, and each such document required to be filed with any Governmental Entity Authority (other than the SEC SEC) will comply in all material respects with the provisions of applicable law Law as to the information required to be contained therein. Notwithstanding The representations and warranties contained in this Section 4.02(t) will not apply to statements or omissions included in the foregoing, Form S-4 or the Company makes no representation or warranty with respect Proxy Statement to the extent based upon information supplied to Sirius by or to be supplied by Parent or Sub for inclusion in on behalf of the Proxy StatementOther Parties.

Information Supplied. None of the information supplied or to be supplied in writing by the Company specifically or on behalf of Polaris or any Polaris Subsidiary for inclusion or incorporation by reference in (i) the Proxy Statement Form S-4 will, on at the date it time such document is first mailed to filed with the holders of the Company Common Stock SEC, at any time such document is amended or supplemented or at the date of time such document is declared effective by the related stockholder meeting (the "Meeting Date")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 Constellation and Sirius, at the time of the Constellation Stockholders Meeting and the Sirius Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Sirius-Polaris Merger Effective Time and the Constellation-Polaris 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 any time prior to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company Polaris or any Polaris Subsidiary is responsible for filing with the SEC in connection with the transactions contemplated hereinMergers, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company extent relating to New Polaris, Polaris or its Subsidiaries any Polaris Subsidiary or other information supplied by the Company specifically or on behalf of Polaris or any Polaris Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, the Exchange Act or the rules and regulations thereunderas applicable, and each such document required to be filed with any Governmental Entity Authority (other than the SEC SEC) will comply in all material respects with the provisions of applicable law Law as to the information required to be contained therein. Notwithstanding The representations and warranties contained in this Section 4.01(t) will not apply to statements or omissions included in the foregoing, Form S-4 or the Company makes no representation or warranty with respect Proxy Statement to the extent based upon information supplied to Polaris by or to be supplied by Parent or Sub for inclusion in on behalf of the Proxy StatementOther Parties.

Information Supplied. None of the information supplied or to be supplied provided by the Company specifically for inclusion or incorporation by reference in (a) the Proxy Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, on at the time 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 relating to the Company Stockholders’ Meeting and the proxy statement relating to the Parent Stockholders’ Meeting (such proxy statements together, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) will, at the date it is first mailed to the holders Company’s stockholders and Parent’s stockholders or at the time of the Company Common Stock Stockholders’ Meeting or at the date of the related stockholder meeting (the "Meeting Date")Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary 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 Joint Proxy Statement (other than the portion thereof relating solely to the Meeting Date, any event Parent Stockholders’ Meeting) and the Form S-4 (solely with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates portion thereof relating to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Stockholders’ Meeting) will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions requirements of applicable law as to the information required to be contained thereinSecurities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoingforegoing provisions of this Section 3.12, the Company makes no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the information supplied Form S-4 or to be the Joint Proxy Statement which were not supplied by Parent or Sub for inclusion in on behalf of the Proxy StatementCompany.

Information Supplied. None Each of Parent, Merger Sub and the Company agrees, as to it and its Affiliates, directors, officers, employees, agents or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company specifically Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, on as of the date it is first time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of the shares of Company Common Stock or and at the date time of the related stockholder meeting (the "Meeting Date")Company Stockholders Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent or Merger Sub which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement, would not include any misstatement 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, Parent shall promptly notify the Company and, to the extent required by the Exchange Act and any other applicable Laws, the Company shall amend or supplement the Proxy Statement promptly to disclose such event or circumstance. If, If at any time prior to the Meeting DateEffective Time, any event with respect or circumstance relating to the Company or any of its SubsidiariesCompany Subsidiary, or with respect to other information supplied their respective officers or directors, should be discovered by the Company specifically for inclusion which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement, shall occur which is would not include any misstatement of a material fact or omit to state any material fact required to be described stated therein in an amendment oforder to make the statements therein, or a supplement toin light of the circumstances under which they were made, not misleading, the Proxy Statement, such event Company shall be so described, and such amendment or supplement shall be promptly filed with the SEC notify Parent and, as to the extent required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoingLaws, the Company makes no representation shall amend or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in supplement the Proxy StatementStatement promptly to disclose such event or circumstance.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership and the Partnership GP, set forth in Section 3.7, none of the information supplied (or to be supplied) in writing by or on behalf of Parent (including, for the avoidance of doubt, any information supplied (or to be supplied) in writing by Parent with respect to KMP, KMR, the Company KMP Merger or the KMR Merger, whether or not originally supplied to Parent by KMP, KMR or any other Person) specifically for inclusion or incorporation by reference in (a) the Proxy Registration Statement will, on at the date it time the Registration Statement, or any amendment or supplement thereto, is first mailed to filed with the holders of the Company Common Stock SEC or at the date of time it becomes effective under the related stockholder meeting (the "Meeting Date")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, (b) the Schedule 13E-3 will, at the time the Schedule 13E-3, or any amendment or supplement thereto, is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, (c) the Partnership Proxy Statement will, on the date it is first mailed to Limited Partners, and at the time of the Partnership Unitholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and (d) 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 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 Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to the information supplied by or to be supplied by Parent or Sub on behalf of the Partnership for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of The information relating to the information supplied or Company and its Subsidiaries to be supplied by contained in the joint proxy statement in preliminary and definitive form relating to the Company specifically for inclusion or incorporation by reference Special Meeting and the Parent Special Meeting, which will be used as a prospectus of Parent with respect to the Parent Stock issuable in the Merger (together with any amendments or supplements thereto, the “Joint Proxy Statement willStatement/Prospectus”), and the registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Stock in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form S-4”) will not, on the date it the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the holders stockholders of the Company Common Stock and Parent, or at the time the Form S-4 (and any amendment or supplement thereto) is filed and the date it is declared effective or any post-effective amendment thereto is filed or is declared effective, or at the time of the related stockholder meeting Company Special Meeting or the Parent Special Meeting (each, as it may be adjourned or postponed in accordance with the "Meeting Date"terms hereof), 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 to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the The Joint Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity /Prospectus (other than the SEC portions thereof relating solely to the meeting of the shareholders of Parent) will comply in all material respects as to form with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder, and any other applicable law as to the information required to be contained thereinfederal securities Laws. Notwithstanding the foregoingforegoing provisions of this Section 3.12, the Company makes no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the information supplied Joint Proxy Statement/Prospectus or to be the Form S-4 which were not supplied by Parent or Sub for inclusion in on behalf of the Proxy StatementCompany.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Spartan Stores for inclusion or incorporation by reference in (a) the Proxy Registration Statement will, on at the time the Registration Statement 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 a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement, at the date it is first mailed to Spartan Stores’ Shareholders and Xxxx-Xxxxx’x Stockholders and at the holders time of the Company Common Stock or at Spartan Stores Shareholder Meeting and the date of the related stockholder meeting (the "Meeting Date")Xxxx-Xxxxx Stockholder Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. IfThe Joint Proxy Statement (other than the portions thereof relating solely to the Xxxx-Xxxxx Stockholder Meeting) will at the time the Joint Proxy Statement is filed with the SEC, at any time prior it is amended or supplemented, at the time it becomes effective under the Securities Act and at the date it is first mailed to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, Spartan Stores Shareholders and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion thereinXxxx-Xxxxx Stockholders, will comply as to form, form in all material respects, respects with the provisions requirements of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes except that no representation is made by Spartan Stores or warranty Merger Sub with respect to the statements made or incorporated by reference therein based on information supplied by or to be supplied by Parent or Sub on behalf of Xxxx-Xxxxx for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of the Company specifically Constellation Parties, any Contributed Entity or any Contributed Entity Subsidiary for inclusion or incorporation by reference in (i) the Proxy Statement Form S-4 will, on at the date it time such document is first mailed to filed with the holders of the Company Common Stock SEC, at any time such document is amended or supplemented or at the date of time such document is declared effective by the related stockholder meeting (the "Meeting Date")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 I and Nova II, at the time of the Nova I Stockholders Meeting and the Nova II Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Closing, 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 the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company Constellation OP is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 Constellation OP Contribution or the Proxy StatementRED REIT Contribution, insofar as it relates to the Company extent relating to Constellation OP, RED REIT, any Contributed Entity or its Subsidiaries any Contributed Entity Subsidiary or other information supplied by the Company specifically or on behalf of Constellation OP, RED REIT, any Contributed Entity or any Contributed Entity Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, the Exchange Act or the rules and regulations thereunderas applicable, and each such document required to be filed with any Governmental Entity Authority (other than the SEC SEC) will comply in all material respects with the provisions of applicable law Law as to the information required to be contained therein. Notwithstanding The representations and warranties contained in this Section 4.03(s) will not apply to statements or omissions included in the foregoing, Form S-4 or the Company makes no representation or warranty with respect Proxy Statement to the extent based upon information supplied to the Constellation Parties by or to be supplied by Parent or Sub for inclusion in on behalf of the Proxy StatementOther Parties.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.11, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance will, at the time the Form S-4, or any amendment or supplement thereto, is filed with the SEC 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 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 to be sent to the Company Stockholders in connection with the Company Stockholders’ Meeting (such proxy statement, amended or supplemented, being referred to herein as the “Proxy Statement Statement”) will, on the date it is first mailed to the holders Company Stockholders, and at the time of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date")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 or necessary to correct any time prior to the Meeting Date, statement in any event earlier communication with respect to the solicitation of a proxy for the Company Stockholders’ Meeting or the subject matter thereof which have become false or misleading. The Proxy Statement (except for such portions thereof that relate only to Parent or any Subsidiary of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Parent) will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions applicable requirements of applicable law as to the information required to be contained thereinExchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by or to be supplied by on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None The proxy statement mailed to the Company’s stockholders in connection with the Merger and the related transactions (the “Proxy Statement”) and any amendment thereof or supplement thereto, at the date mailed to the Company’s stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, and the Rule 13E-3 transaction statement on Schedule 13E-3 relating to the adoption of this agreement by the stockholders of the Company (as amended or supplemented, the “Schedule 13E-3”), at the date it and any amendment or supplement is filed with the SEC, 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, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent in writing expressly for inclusion therein. The Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Proxy Statement willregistration statement on Form S-4 to be filed by the Trust in connection with the issuance of Royalty Trust Units in the Merger (the “Form S-4”) shall not, on the date it is first mailed to the holders of the Company Common Stock or at the date of time the related stockholder meeting (Form S-4 is declared effective with the "Meeting Date")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, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or the Trust in writing expressly for inclusion therein. If, at any time prior to the Meeting Date, any event The Form S-4 (solely with respect to the Company portion thereof based on information supplied or any of its Subsidiaries, or with respect to other information be supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, but excluding any portion thereof based on information supplied by Parent or the Trust in writing expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding Securities Act and the foregoing, Exchange Act and the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Sailfish for inclusion or incorporation by reference in (a) the Proxy Statement registration statement on Form S-4 to be filed with the SEC by New Sailfish pursuant to which the issuance of shares of New Sailfish Common Stock pursuant to the Merger will be registered with the SEC and in which the Combined Consent Statement/Prospectus will be included as a prospectus, including any amendments or supplements thereto and any other document incorporated or referenced therein (the “Registration Statement”) will, on at the date time the Registration Statement 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (b) the Combined Consent Statement/Prospectus will, at the time the Combined Consent Statement/Prospectus is first mailed to stockholders of Sailfish and at the holders time of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date")Sailfish Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to The portions of the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information Combined Consent Statement/Prospectus supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Sailfish will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained thereinSecurities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no No representation or warranty is made by Sailfish with respect to the statements made therein based on information supplied by Green Energy or to be supplied by Parent or Sub its Subsidiaries specifically for inclusion in the Proxy Combined Consent Statement/Prospectus.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically Cyclone for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Hurricane Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) shall not at the time the Registration Statement is filed with the SEC and at the time it time it is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Cyclone for inclusion in the joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to Cyclone stockholders and Hurricane stockholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Joint Proxy Statement willStatement”) shall not, on the date it the Joint Proxy Statement is first mailed to the holders stockholders of each of Cyclone and Hurricane, at the time of the Company Common Stock Cyclone Stockholder Approval or at the date time of the related stockholder meeting (the "Meeting Date")Hurricane Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If, at any time prior The representations and warranties contained in this Section 4.08 will not apply to statements or omissions included or incorporated by reference in the Meeting Date, any event with respect to the Company Joint Proxy Statement based upon information furnished by Hurricane or any of its Subsidiaries, or with respect to other information supplied by the Company representatives specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, use or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required incorporation by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion reference therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statement.

Information Supplied. None of the information supplied relating to the REIT I Parties or to be supplied any other REIT I Subsidiary contained or incorporated by reference in the Company specifically REIT I Proxy Statement or the Form S-4 or that is provided by any of the REIT I Parties or any other REIT I Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Proxy Statement will, on transactions contemplated by this Agreement will (a) in the date it is first mailed to the holders case of the Company Common Stock REIT I Proxy Statement, at the time of the initial mailing thereof, at the time of the REIT I Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the date 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 related stockholder meeting circumstances under which they are made, not misleading, or (b) in the "Meeting Date")case of the Form S-4 or with respect to any other document to be filed by REIT I with the SEC in connection with the Mergers 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 the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company REIT I is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or extent relating to REIT I, its officers, directors and partners and the REIT I Subsidiaries (or other information supplied by the Company specifically or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC ) will comply in all material respects with the provisions applicable requirements of applicable law as to the information required to be contained therein. Notwithstanding Securities Act and the foregoingExchange Act; provided, the Company makes that no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statement.38

Information Supplied. 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 registration statement to be filed with the SEC by Parent in connection with the Parent Stock Issuance (the “Parent Registration Statement”) or in the management proxy circular of the Parent to approve the Parent Stock Issuance (the “Parent Circular”) will, on (a) at the time the Parent Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, or (b) at the date it is first mailed to the holders of the Company Common Stock Parent stockholders or at the date time of the related stockholder meeting (Parent Stockholder Meeting or at the "Meeting Date")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 to make the statements therein not misleading. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Company Proxy statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Merger and the other transactions contemplated by this Agreement and to the Parent’s stockholders in connection with the Parent Stock Issuance (including any amendments or supplements thereto, the “Company Proxy Statement”) will, at the date it is first mailed to the Company’s and Parent’s stockholders or at the time of the Company Stockholders Meeting or Parent Stockholders meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. If, at any time prior to the Meeting Date, any event with respect to the The Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Statement will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions requirements of applicable law as to the information required to be contained thereinExchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to the statements made or incorporated by reference therein based on information supplied or to be that was not supplied by Parent or Sub for inclusion in on behalf of the Proxy StatementCompany.

Information Supplied. None of the information supplied or to be supplied by the Company specifically IRT for inclusion or (to the extent permitted by applicable rules of the SEC) incorporation by reference in (i) the Proxy Statement willForm S-4 shall, on the date it is first mailed to the holders of the Company Common Stock or at the date of time the related stockholder meeting (Form S-4 is declared effective by the "Meeting Date")SEC 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, not misleading and (ii) the Joint Proxy Statement shall, at the date first mailed to holders of IRT Common Stock through and including the date of the IRT Shareholders' Meeting, contain any untrue statement of a material fact about IRT or omit to state any material fact about IRT required to be stated therein or necessary 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 Meeting Date, Effective Time any event with respect to the Company IRT or any of its Subsidiaries, affiliates or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur Subsidiaries occurs which is required to be described in an any amendment of, of or a supplement to, to the Form S-4 or the Joint Proxy Statement, such event promptly shall be so described, described and such amendment or supplement promptly shall be promptly filed with the SEC and, as required by lawapplicable law (including applicable rules and regulations of the SEC and New York Stock Exchange), disseminated delivered to the stockholders holders of IRT Common Stock. The Joint Proxy Statement shall, on the date first mailed to holders of IRT Common Stock through and including the date of the CompanyIRT Shareholders' Meeting, comply as to form in all material respects with all applicable rules and regulations under the Securities Act and the Exchange Act. All applications, filing and documents that the Company IRT or any of its Subsidiaries or any of their affiliates is responsible for filing with the SEC any Governmental Entity in connection with the transactions contemplated herein, including the Schedule 14D-9 this Agreement or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will transaction contemplated hereby shall comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of all applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementlaws and regulations.

Information Supplied. Schedule 14D-9, Proxy/Information Statement. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in the Proxy Statement will, Offer Documents will on the date it is filed with the SEC and on the date first mailed published, sent or given to the holders of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date"), Company’s stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to On the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly date filed with the SEC andand on the date first published, as required by law, disseminated sent or given to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein’s stockholders, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC (i) will comply in all material respects with the provisions Securities Laws and (ii) will not contain any untrue statement of applicable law as a material fact or omit to the information state any material fact required to be contained stated therein or necessary in order to make the statements therein. Notwithstanding , in light of the foregoingcircumstances under which they are made, the Company makes not misleading, except that no representation or warranty is made with respect to the statements made or incorporated by reference therein based on information supplied by or on behalf of Parent, any of its Subsidiaries or any employees, agents and representatives, including any investment banker, financial advisor, attorney, accountant or other advisor, agent, representative, intermediary or Affiliate (collectively as to each Party, its “Representatives”) of Parent or any of its Subsidiaries. On the date it is first mailed to the Company’s stockholders and, if applicable, the date of the Stockholders Meeting, the Proxy/Information Statement, if any, (x) will comply in all material respects with the Securities Laws and (y) 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, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub for inclusion in the Proxy Statementon behalf of Parent, any of its Subsidiaries or any of their Representatives.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Camco for inclusion or incorporation by reference in the Registration Statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Schlumberger Common Stock in the Merger (the "S-4") will, at the time the S-4 is filed with the SEC or when 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 none of the information supplied or to be supplied by Camco and included or incorporated by reference in the Proxy Statement will, on at the date it is first mailed to the holders stockholders of the Company Common Stock Camco or at the date time of the related stockholder meeting (of such stockholders to be held in connection with the "Meeting Date")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, If at any time prior to the Meeting Date, Effective Time any event with respect to the Company Camco or any of its Subsidiaries, or with respect to other information supplied by the Company specifically Camco for inclusion in the Proxy StatementStatement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy StatementStatement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the CompanyCamco. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Proxy Statement, insofar as it relates to the Company Camco or its Subsidiaries or other information supplied by the Company specifically Camco for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding Exchange Act and the foregoingrules and regulations thereunder, the Company makes except that no representation representations or warranty warranties are made by Camco with respect to the statements made or incorporated by reference therein based on information supplied or to be supplied by Parent or Sub for inclusion in any member of the Proxy StatementSTC Affiliated Group.

Information Supplied. None of The information relating to the information supplied or Company and its Subsidiaries to be supplied by contained in the proxy statement in preliminary and definitive form relating to the Company specifically for inclusion or incorporation by reference Special Meeting, which will be used as a prospectus of Parent in the United States with respect to the Parent Shares issuable in the Merger (together with any amendments or supplements thereto, the “Proxy Statement willStatement/Prospectus”), and the registration statement on Form F-4 pursuant to which the offer and sale of Parent Shares in the Merger will be registered pursuant to the Securities Act and in which the Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form F-4”) will not, on the date it the Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the holders stockholders of the Company Common Stock or at the date time the Form F-4 (and any amendment or supplement thereto) is declared effective or at the time of the related stockholder meeting (the "Meeting Date")Company Special 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 to the Meeting Date, any event with respect The information relating to the Company or any of and its Subsidiaries, or with respect Subsidiaries to other information supplied by the Company specifically for inclusion be contained in the Proxy StatementParent Circular will not, shall occur which on the date the Parent Circular (and any amendment or supplement thereto) is first mailed to the shareholders of Parent or at the time of the Parent Special Meeting, contain any untrue statement of any 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, at the time and in light of the circumstances under which they were made, not false or a supplement to, the misleading. The Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC /Prospectus will comply in all material respects as to form with the provisions requirements of applicable law as to the information required to be contained thereinExchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoingforegoing provisions of this Section 3.12, the Company makes no representation or warranty is made by the Company with respect to the information supplied or to be supplied statements made or incorporated by Parent or Sub for inclusion reference in the Proxy Statement/Prospectus, the Parent Circular or the Form F-4 which were not supplied by or on behalf of the Company.

Information Supplied. None of the information supplied or to be -------------------- supplied by the Company specifically Shire for inclusion or incorporation by reference in (i) the Proxy Statement Form F-4 will, at the time the Form F-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 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 UK Disclosure Documents will, on the date it is the UK Disclosure Documents are first mailed to the holders shareholders of the Company Common Stock Shire, or at the date time of the related stockholder Shire shareholders meeting (the "Meeting 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 the light of the circumstances under which they are made, not misleading or (iii) the Proxy Statement will, at the date it is first mailed to Xxxxxxx shareholders or at the time of the Xxxxxxx 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 the light of the circumstances under which they are made, not misleading. If, at any time prior The UK Disclosure Documents will contain all particulars relating to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is Shire and Xxxxxxx required to be described comply in an amendment ofall material respects with all United Kingdom statutory and other legal provisions (including, or a supplement towithout limitation, the Proxy StatementCompanies Act, the FSA and the rules and regulations made thereunder and the rules and requirements of the LSE) and all such event shall information contained in such documents will be so described, and such amendment or supplement shall be promptly filed substantially in accordance with the SEC and, as required by law, disseminated facts and will not omit anything material likely to affect the stockholders import of the Companysuch information. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, The Form F-4 will comply as to form, form in all material respects, respects with the provisions requirements of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes except that no representation or warranty is made by Shire with respect to the statements made or incorporated by reference therein based on information supplied or to be supplied by Parent or Sub for inclusion in the Proxy StatementXxxxxxx.

Information Supplied. None of the information supplied or to be supplied by Mesa or any of its affiliates (as such term is defined in Rule 12b-2 promulgated under the Company specifically Exchange Act) for inclusion or incorporation by reference in the Proxy Statement willregistration statement of Armada on Form S-4, or on the date it is first mailed any similar successor form thereto, or any amendment or supplement thereto pursuant to the holders which shares of Armada Common Stock issuable as part of the Company Common Acquisition Consideration, upon exercise of all Converted Options, Converted Restricted Stock Grants and Converted Warrants or otherwise in connection with the Acquisition will be registered with the SEC (the “Registration Statement”) will at the date of time the related stockholder meeting Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the "Meeting Date"time such post-effective amendment or supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, (with respect to any prospectus included as part of such registration statement, in light of the circumstances under which they are were made), not misleading. If, at any time prior to the Meeting Date, any event with respect to the Company or any The proxy statement of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required Mesa to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders part of the Company. All documents that the Company is responsible for filing Registration Statement with the SEC in connection with the transactions contemplated hereinAcquisition and to be sent to the stockholders of Mesa in connection with the Acquisition, including and any amendments or supplements thereto (collectively, the Schedule 14D-9 or the “Proxy Statement”) will not, insofar as on the date it relates is first mailed to the Company stockholders of Mesa, contain any untrue statement of a material fact or its Subsidiaries omit to state any material fact required to be stated therein or other information supplied by necessary to make the Company specifically for inclusion 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, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions requirements of applicable law as to the information required to be contained thereinExchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty is made by Mesa with respect to statements included or incorporated by reference in the Registration Statement or Proxy Statement based on information supplied by Armada or to be supplied any of their respective representatives or advisors in writing specifically for use or incorporation by Parent or Sub for inclusion in the Proxy Statementreference therein.

Information Supplied. None of the information supplied or to be supplied by the Company specifically in writing for inclusion or incorporation by reference in (i) any of the Offer Documents will, at the time the Offer Documents are first published, sent or given to holders of Company Common Stock and at any time they are 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, in light of the circumstances under which they are made, not misleading, (ii) the Schedule TO and all amendments thereto will, at the times 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 to make the statements therein, in light of the circumstances under which they are made, not misleading, and (iii) the proxy statement or information statement relating to the Company Stockholders Meeting (such proxy statement or information statement as amended or supplemented from time to time being hereinafter referred to as the "Proxy Statement Statement") will, at the respective times filed with the SEC or any other regulatory agency, on the date it is first mailed to the holders of the Company Common Stock or and at the date time of the related stockholder meeting (the "Company Stockholders Meeting 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, If at any time prior to the Meeting DateEffective Time, any event with respect relating to the Company Company, affiliates, officers or any of its Subsidiaries, or with respect to other information supplied directors should be discovered by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described set forth in an amendment of, or a supplement to, to the Proxy Statement, such event shall be so described, and such Statement or an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Offer Documents or the Company. All documents that Schedule 14D-9, the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the shall promptly inform Parent and Merger Sub. The Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Statement will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the applicable provisions of applicable law as to the information required to be contained thereinExchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the any information supplied or to be supplied by Parent or Merger Sub for inclusion which is contained in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied relating to REIT II, any REIT II Subsidiary or to be supplied the Advisor, acting in its capacity as REIT II Advisor, contained or incorporated by reference in the Company specifically Proxy Statement or the Form S‑4 or that is provided by REIT II, any REIT II Subsidiary or the Advisor, acting in its capacity as REIT II Advisor, in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Proxy Statement willStatement, on at the date it is first mailed to the holders time of the Company Common Stock mailing thereof, at the time of the Stockholders Meeting, at the time the Form S‑4 is declared effective or at the date 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 related stockholder meeting circumstances under which they are made, not misleading, or (b) in the "Meeting Date")case of the Form S‑4 or with respect to any other document to be filed by REIT II 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 the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company REIT II is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or extent relating to REIT II, its officers, directors and partners and the REIT II Subsidiaries (or other information supplied by the Company specifically or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC ) will comply in all material respects with the provisions applicable requirements of applicable law the Securities Act and the Exchange Act; provided, that no representation is made as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation statements made or warranty with respect to the information supplied or to be supplied incorporated by Parent or Sub for inclusion in the Proxy Statement.reference by REIT I.

Information Supplied. None of the information supplied or to be supplied by the Company specifically expressly for inclusion or (to the extent permitted by applicable Rules of the SEC) incorporation by reference in (i) the Proxy Statement willForm S-4 shall, on the date it is first mailed to the holders of the Company Common Stock or at the date of time the related stockholder meeting (Form S-4 is declared effective by the "Meeting Date")SEC 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, not misleading, and (ii) the Joint Proxy Statement shall, at the date first mailed to holders of the Company Common Stock through and including the date of the Company Stockholders' Meeting, contain any untrue statement of a material fact about the Company or omit to state any material fact about the Company required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. IfThe Form S-4 shall, at the time it is declared effective by order of the SEC through and including the Effective Time, comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations of the SEC thereunder. If at any time prior to the Meeting Date, Effective Time any event with respect to the Company or any of its Subsidiaries, affiliates or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur Subsidiaries occurs which is required to be described in an any amendment of, of or a supplement to, to the Form S-4 or the Joint Proxy Statement, such event promptly shall be so described, described and such amendment or supplement promptly shall be promptly filed with the SEC and, as required by lawapplicable law (including applicable rules and regulations of the SEC and the New York Stock Exchange), disseminated delivered to the stockholders holders of Company Common Stock. The Joint Proxy Statement shall, on the date first mailed to holders of Company Common Stock in connection with the Company Stockholders' Meeting through and including the date of the CompanyCompany Stockholders' Meeting, comply as to form in all material respects with all applicable rules and regulations under the Securities Act and the Exchange Act. All applications, filing and documents that the Company or any of its Subsidiaries is responsible for filing with the SEC any Governmental Entity in connection with the transactions contemplated herein, including the Schedule 14D-9 this Agreement or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will transaction contemplated hereby shall comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of all applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementlaws and regulations.

Information Supplied. The Offer Documents and the Schedule TO will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and will conform in all material respects with the requirements of the Exchange Act and any other applicable law. The information contained in the Schedule TO and the Offer Documents (other than information furnished in writing by the Company expressly for inclusion in the Schedule TO or the Offer Documents, as to which Parent and Merger Sub make no representations or warranties) will not, at the respective times the Schedule TO and such Offer Documents are filed with the SEC (or such filings are amended or supplemented) and first published, sent or given to 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Company specifically Parent or Merger Sub or any affiliate of Parent for inclusion or incorporation by reference in (i) the Schedule 14D-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, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, at the respective times filed with the SEC or any other regulatory agency, on the date it is first mailed to the holders of the Company Common Stock or at the date time of the related stockholder meeting (the "Meeting Date")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, If at any time prior to the Meeting Date, Effective Time any event with respect relating to the Company Parent, Merger Sub or any of its Subsidiariestheir respective subsidiaries, affiliates, officers or with respect to other information supplied directors should be discovered by the Company specifically for inclusion in the Proxy Statement, shall occur Parent or Merger Sub which is required to be described set forth in an amendment of, or a supplement to, to the Proxy Statement, such event shall be so described, and such Statement or an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Offer Documents, the Schedule TO or the Schedule 14D-9, Parent and Merger Sub shall promptly inform the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statement.

Information Supplied. None of the information relating to WPZ and its affiliates supplied in writing by WPZ specifically for inclusion, or to be supplied incorporated by the Company specifically for inclusion or incorporation by reference reference, in the Proxy Statement willor in any other document to be filed in connection with the transactions contemplated by this Agreement with the SEC or any other Governmental Authority, on including any exhibits or schedules thereto, will at the respective times filed with the SEC or other Governmental Authority and, in addition, in the case of the Proxy Statement at the date it or any amendment or supplement thereto is first mailed to stockholders; and at the holders time of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date")Special 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 Meeting DateEffective Time, WPZ should become aware of any event with respect relating to the any WPZ Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which that is required by applicable Law to be described set forth in an amendment of, or a supplement to, the Proxy Statement, such event WPZ shall promptly so inform Parent and Merger Subsidiary and shall promptly file or cause to be so described, and filed such amendment or supplement supplement. The Proxy Statement will comply as to form in all material respects with the Exchange Act, and shall be promptly not, when filed with the SEC andSEC, as contain any untrue statement of a material fact or omit to state any material fact required by lawto be stated therein or necessary in order to make the statements therein, disseminated to the stockholders in light of the Company. All documents circumstances under which they were made, not misleading; provided, however, that no agreement or representation hereby is made or shall be made by WPZ with respect to information supplied by Parent or Merger Subsidiary in writing expressly for inclusion in the Company is responsible for filing with the SEC Proxy Statement or in any other document to be filed in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementthis Agreement.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent, Holdings and Merger Sub set forth in Section 5.9, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company Partnership or the General Partner specifically for inclusion or incorporation by reference in (a) the Proxy Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Shares in connection with the Merger (as amended or supplemented from time to time, the “Registration Statement”) will, on at the date it time the Registration Statement, or any amendment or supplement thereto, is first mailed to filed with the holders of the Company Common Stock SEC or at the date of time it becomes effective under the related stockholder meeting (the "Meeting Date")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, (b) the Schedule 13E-3 will, at the time the Schedule 13E-3, or any amendment thereto, is filed with the SEC, contain any untrue statement of a 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 misleading. If, at any time prior and (c) the Consent Solicitation Statement/Prospectus will, on the date it is first mailed to the Meeting DateLimited Partners, contain any event with respect untrue statement of a material fact or omit to state any material fact necessary in order to make the Company or any of its Subsidiariesstatements therein, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders light of the Companycircumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including The Consent Solicitation Statement/Prospectus and the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, 13E-3 will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions applicable requirements of applicable law the Securities Act or Exchange Act, as to the information required to be contained thereinapplicable. Notwithstanding the foregoing, neither the Company General Partner nor the Partnership makes no any representation or warranty with respect to the information supplied by or to be supplied by Parent on behalf of Parent, Holdings or Merger Sub for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company NHC/OP Sub or Parent specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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, (ii) the Joint Proxy Statement will, on at the date it is first mailed to each of the holders Company’s stockholders and Parent’s stockholders and at the time of each of the Company Common Stock or at Stockholders Meeting and the date of the related stockholder meeting (the "Meeting Date")Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading or (iii) the Schedule 13E-3 will, in light at the time the Schedule 13E-3 is filed with the SEC, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the circumstances under which they are made, statements therein not misleading. If, at any time prior The Joint Proxy Statement and Schedule 13E-3 will comply as to form in all material respects with the Meeting Date, any event requirements of the Exchange Act and the rules and regulations thereunder and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder. No representation or warranty is made by NHC/OP Sub or Parent with respect to statements relating to the Company or any of its SubsidiariesSubsidiaries made or incorporated by reference in the Joint Proxy Statement, the Form S-4 or with respect to other the Schedule 13E-3 based on information supplied by the Company specifically or any of its Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement, shall occur which is required to be described in an amendment of, the Form S-4 or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC andSchedule 13E-3, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementcase may be.

Information Supplied. None of the information supplied Offer Documents or to be supplied by any amendment or supplement thereto, at the Company specifically for inclusion respective times such documents are filed with the SEC or incorporation by reference in the Proxy Statement willfirst published, on the date it is first mailed sent or given to the holders of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date")Company's stockholders, will contain any untrue statement of a material fact or will 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 except that no representation is made by the Parent or Purchaser with respect to information supplied by the Company specifically for inclusion in the Offer Documents or any amendment or supplement. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in the Schedule 14D-9 will, at the time such documents are filed with the SEC or distributed to the Company's stockholders, contains any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time the Parent or Purchaser shall obtain knowledge of any facts with respect to itself, any of its officers and directors or any of its Subsidiaries that would require the supplement or amendment to the Offer Documents or the information supplied by Parent or Purchaser for inclusion or incorporation by reference in the Schedule 14D-9 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 Meeting Date, any event with respect to the Company or any of its Subsidiaries, or to comply with respect to other information supplied by the Company specifically for inclusion in the Proxy Statementapplicable Laws, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by lawLaw, disseminated to the stockholders of the Company. All documents that , and in the event the Company is responsible for filing with shall advise Parent or Purchaser as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the SEC in connection with foregoing documents, Parent or Purchaser shall promptly amend or supplement such document as required and distribute the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates same to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy StatementCompany's stockholders.

Information Supplied. None Each of the Parent Parties and the SXCP Parties agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by the Company specifically it for inclusion or incorporation by reference in the Proxy Registration Statement will, on the date it is first mailed to the holders of the Company Common Stock or at the date of time the related stockholder meeting (Registration Statement and each amendment or supplement thereto, if any, becomes effective under the "Meeting Date")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 the light of the circumstances under which they are were made, not misleading. If, at any time prior to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders (ii) none of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub it for inclusion or incorporation by reference in the Prospectus/Consent Statement/Proxy Statement and any amendment or supplement thereto will, at the date the Prospectus/Consent Statement/Proxy Statement is mailed to the Holders of SXCP Common Units or Parent Common Stock, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the Parent Parties and the SXCP Parties further agrees that, if it shall become aware prior to the Closing Date of any information that would cause any of the statements in the Registration Statement or the Prospectus/Consent Statement/Proxy Statement to be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not false or misleading, it will promptly inform the other party thereof and take the necessary steps to correct such information in an amendment or supplement to the Registration Statement or Prospectus/Consent Statement/Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) any of the Offer Documents will, at the time the Offer Documents are first published, sent or given to holders of Company Common Stock, and at any time they are 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, in light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement willStatement, if any, will contain, on the date it is first mailed to the holders of the Company Common Stock or at the date of the related stockholder stockholders' meeting (the "Meeting 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, If at any time prior to the expiration or termination of the Offer, the acceptance for payment of Shares pursuant to the Offer or the Meeting DateDate (if applicable), any event with respect to the Company or any of its SubsidiariesCompany, or with respect to other information supplied by the Company specifically for inclusion in the Offer Documents or the Proxy Statement, as applicable, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statementsuch document, such event shall be so described, described by the Company and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated furnished to the stockholders of the CompanyParent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Offer Documents or the Proxy Statement.

Information Supplied. None Each of Parent and the Company agrees, as to it and its Affiliates and Representatives, that none of the information supplied or to be supplied by Parent or the Company specifically Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, on as of the date it is first time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of the shares of Company Common Stock or and at the date time of the related stockholder meeting (the "Meeting Date")Stockholders Meeting, contain 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 misleading. IfEach of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Law and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Meeting DateStockholders Meeting, any event with respect or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company and, if requested by Parent, the Company shall amend or supplement the Proxy Statement promptly to disclose such event or circumstance. If at any time prior to the Stockholders Meeting, any event or circumstance relating to the Company or any of its Subsidiaries, or with respect to other information supplied their respective officers or directors, should be discovered by the Company specifically for inclusion that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Parent and, if requested by Parent, the Company shall amend or supplement the Proxy Statement promptly to disclose such event or circumstance. Without limitation of the foregoing, if at any time prior to the Stockholders Meeting any event shall occur which that is required by applicable Law to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such an amendment or supplement shall be promptly filed with the SEC and, as required by lawLaw, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy StatementCommon Stockholders.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Drilex for inclusion or incorporation by reference in the Registration Statement on Form S-4 to be filed with the SEC by Bakex Xxxhxx in connection with the issuance of shares of Bakex Xxxhxx Xxxmon Stock in the Merger (the "S-4") will, at the time the S-4 becomes effective under the Securities Act 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 not misleading, and none of the information supplied or to be supplied by Drilex and included or incorporated by reference in the Proxy Statement will, on at the date it is first mailed to the holders stockholders of the Company Common Stock Drilex or at the date time of the related stockholder meeting (of such stockholders to be held in connection with the "Meeting Date")Merger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Meeting Date, Effective Time any event with respect to the Company Drilex or any of its Subsidiaries, or with respect to other information supplied by the Company specifically Drilex for inclusion in the Proxy StatementStatement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy StatementStatement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the CompanyDrilex. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Proxy Statement, insofar as it relates to the Company Drilex or its Subsidiaries or other information supplied by the Company specifically Drilex for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law the Exchange Act and the rules and regulations thereunder. (f) Absence of Certain Changes or Events. Except as to disclosed in, or reflected in the information required to be contained therein. Notwithstanding the foregoingfinancial statements included in, the Company makes no representation Drilex SEC Documents or warranty on Schedule 3.1(f), or except as contemplated by this Agreement, since December 31, 1996, there has not been: (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the information supplied any of Drilex's capital stock; (ii) any amendment of any material term of any outstanding equity security of Drilex or to be supplied any Subsidiary; (iii) any repurchase, redemption or other acquisition by Parent Drilex or Sub for inclusion any Subsidiary of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Drilex or any Subsidiary, except as contemplated by Drilex Benefit Plans; (iv) any material change in any method of accounting or accounting practice or any tax method, practice or election by Drilex or any Subsidiary; or (v) any other transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the Proxy Statement.ordinary course of business) that has had a Material Adverse Effect on Drilex, except for general economic changes and changes that may affect the industries of Drilex or any of its Subsidiaries generally. (g)

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.9, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company Partnership, the Partnership GP and the Partnership GP Delegate specifically for inclusion or incorporation by reference in (a) the Proxy Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Class P Stock in connection with the Merger (as amended or supplemented from time to time, the “Registration Statement”) will, on at the date it time the Registration Statement, or any amendment or supplement thereto, is first mailed to filed with the holders of the Company Common Stock SEC or at the date of time it becomes effective under the related stockholder meeting (the "Meeting Date")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, (b) the Rule 13e-3 transaction statement on Schedule 13E-3 relating to the approval of this Agreement by the Limited Partners (as amended or supplemented, the “Schedule 13E-3”) will, at the time the Schedule 13E-3, or any amendment or supplement thereto, is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, (c) the Partnership Proxy Statement will, on the date it is first mailed to Limited Partners, and at the time of the Partnership Unitholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and (d) the proxy statement filed by Parent with the SEC in connection with Parent Stockholder Approval (the “Parent Proxy Statement” and together with the Partnership Proxy Statement, the “Proxy Statements”) 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 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 Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the The Partnership Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Statement will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions applicable requirements of applicable law as to the information required to be contained thereinExchange Act. Notwithstanding the foregoing, the Company Partnership makes no representation or warranty with respect to the information supplied by or to be supplied by on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company Parent and Acquisition specifically for inclusion or incorporation by reference in the Proxy Statement will, on the date it is first mailed to the holders of the Company Common Stock or on the Meeting Date, and none of the information supplied or to be supplied by Parent specifically for inclusion or incorporation by reference in the Schedule 13E-3 will, at the date time of its filing with the related stockholder meeting (the "Meeting Date")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 Meeting Date, any event with respect to the Company Parent or any of its SubsidiariesAcquisition, or with respect to other information supplied by the Company Parent or Acquisition specifically for inclusion in the Proxy StatementStatement or the Schedule 13E-3, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy StatementStatement or the Schedule 13E-3, such event shall be so described, described by Parent or Acquisition and such amendment included by the parties hereto in the Schedule 13E-3 or supplement shall be promptly filed with the SEC and, as required by law, disseminated provided to the stockholders of Company for inclusion in the CompanyProxy Statement. All documents that the Company is Parent and Acquisition are responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, herein will comply as to form, in all material respects, with the applicable provisions of the Securities Exchange Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company neither Parent nor Acquisition makes no any representation or warranty with respect to the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in the Proxy StatementStatement or the Schedule 13E-3.

Information Supplied. None of the information supplied or to be supplied by the Company specifically in writing for inclusion or incorporation by reference in (i) the Proxy Statement registration statement on Form S-4 to be filed with the SEC by AGT in connection with the issuance of shares of AGT Common Stock in the Merger (the "S-4") will, on 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 not misleading and (ii) the proxy statement relating to the meetings of the Company's stockholders and AGT's stockholders to be held in connection with the Merger (the "Joint Proxy Statement") will, at the date it is first mailed to the holders stockholders of the Company Common Stock or and AGT and at the date times of the related stockholder meeting (meetings of stockholders of the "Meeting Date")Company and AGT to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Meeting DateEffective Time, any event with respect to the Company Company, its officers and directors or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement, the Company shall promptly so advise AGT and such event shall be so described, and such amendment or supplement (which AGT and the Company shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Joint Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by meeting of the Company specifically for inclusion thereinCompany's stockholders to vote on the Merger, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding Exchange Act and the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations thereunder.

Information Supplied. None of the Xxxxxxx, Xxxxxxx OP or Heritage -------------------- shall supply information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Proxy Statement that will, on at the date it is first mailed to Xxxxxxx stockholders, at the holders time of the Company Common Stock Xxxxxxx Stockholder Meeting or at the date of the related stockholder meeting (the "Meeting Date")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. IfNone of Xxxxxxx, Xxxxxxx OP or Heritage shall supply information for inclusion or incorporation by reference in the Xxxxxxx OP Offering Document that will, at the date mailed to LP Unit Holders or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Meeting Date, Effective Time any event with respect to Xxxxxxx or the Company Xxxxxxx OP or any of its the other Xxxxxxx Subsidiaries, or with respect to other information supplied by the Company specifically Xxxxxxx or Xxxxxxx OP for inclusion in the Proxy StatementStatement or the Xxxxxxx OP Offering Document, as the case may be, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy StatementStatement or the Xxxxxxx OP Offering Document, Xxxxxxx or the Xxxxxxx OP, as the case may be, shall so describe such event shall be so describedevent, and shall promptly file such amendment or supplement shall (if required to be promptly filed filed) with the SEC and, as required by law, disseminated SEC. Xxxxxxx and the Xxxxxxx OP shall use their commercially reasonable efforts to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or cause the Proxy StatementStatement and the Xxxxxxx OP Offering Document, insofar as it relates they relate to Xxxxxxx, the Company Xxxxxxx OP or its Subsidiaries the other Xxxxxxx Subsidiaries, or other information supplied by Xxxxxxx or the Company specifically Xxxxxxx OP for inclusion or incorporation by reference therein, will to comply as to form, form in all material respects, respects with the applicable provisions of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statement.

Information Supplied. None of the information supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) shall (i) when filed with the SEC or other regulatory agency, (ii) when it is declared effective by the SEC, and (iii) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information to be supplied by the Company specifically for inclusion or incorporation by reference in the Proxy Statement willshall (i) when filed with the SEC or other regulatory agency, on the date (ii) when it (or any amendment thereof or supplement thereto) is first mailed to the holders of Company Common Stock, (iii) at the times of each of the Company Common Stock or Shareholders’ Meeting and the Parent Shareholders’ Meeting, and (iv) at the date of the related stockholder meeting (the "Meeting Date")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, If at any time prior to the Meeting DateEffective Time, any event with respect to the Company or any of its SubsidiariesCompany, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement or Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or Registration Statement, such event shall be so described, described by the Company and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated provided to the stockholders of the CompanyParent and Merger Sub. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including to the Schedule 14D-9 or the Proxy Statement, insofar as it relates extent relating to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Exchange Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity (other than the SEC SEC) will comply in all material respects with the provisions of applicable law any Legal Requirement as to the information required to be contained therein. Notwithstanding the foregoing, foregoing the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Merger Sub or its Affiliates for inclusion or incorporation by reference in the Proxy Statement or the Registration Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (A) the Offer Documents or the Schedule 14D-9 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 Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) the Proxy Statement will, on at the date it is first mailed to the holders Company's stockholders or at the time of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date")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. IfThe Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, at any time prior to except that no representation or warranty is made by the Meeting Date, any event Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or any of its Subsidiaries for inclusion or incorporation by reference in the Schedule 14D-9 and the Proxy Statement. Absence of Certain Changes. Since December 31, 2007, the Company and its Subsidiaries have conducted their respective businesses only in, and have not engaged in any material transaction other than in accordance with, the ordinary course of such businesses consistent with past practices and there has not been: any Material Adverse Effect (including any Material Adverse Effect with respect to any circumstance, occurrence or development existing on or prior to December 31, 2007); any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance; any declaration, setting aside or payment of any dividend or other distribution with respect to other information supplied by any shares of capital stock of the Company specifically or any of its Subsidiaries (except for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, dividends or a supplement to, the Proxy Statement, such event shall be so described, and such amendment other distributions by any direct or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates indirect wholly owned Subsidiary to the Company or its Subsidiaries to any wholly owned Subsidiary of the Company), or any repurchase, redemption or other information supplied acquisition by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions or any of its Subsidiaries of any outstanding shares of capital stock or other securities of the Securities ActCompany or any of its Subsidiaries; any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries, except as required by GAAP and disclosed in the Exchange Act Company Reports filed on or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as prior to the information date hereof; (A) any increase in the compensation payable or to become payable to its directors, officers or employees (except for increases for employees who are not officers in the ordinary course of business and consistent with past practices) or (B) any establishment, adoption, entry into or amendment of any collective bargaining, bonus, profit sharing, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except to the extent required by applicable Laws or as disclosed in the Company Reports filed on or prior to be contained therein. Notwithstanding the date hereof; or any agreement to do any of the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion in (a) the Offer Documents, the Schedule 14D-9 or incorporation by reference the information statement required in connection with the Proxy Statement willOffer under Rule 14f-1 promulgated under the 1934 Act (together with any amendments or supplements thereto, on the “Offer Information Statement”) shall, at the time filed with the SEC and as of the date it such document or any amendment or supplement thereto is first mailed to the holders stockholders of the Company Common Stock or and at the date time of the related stockholder meeting (the "Meeting Date")Company Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; or omit to state any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the subject matter thereof which has become misleading, or (b) the Proxy Statement, if any, or any amendment or supplement thereto, to be sent to the Company stockholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Proxy Statement”) shall, at the time filed with the SEC and as of the date it or any amendment or supplement thereto is mailed to the stockholders of the Company and at the time of the Company Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or omit to state any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become misleading. IfThe representations and warranties contained in this Section 4.10 will not apply to statements or omissions included or incorporated by reference in the Offer Documents, Schedule 14D-9, Offer Information Statement or Proxy Statement based upon information supplied by Parent, Merger Subsidiary or any of their respective Representatives specifically for use or incorporation by reference therein. If at any time prior to the Company Stockholder Meeting Date, any fact or event with respect relating to the Company or any of its Subsidiaries, Affiliates which should be set forth in an amendment or with respect supplement to other information supplied the Proxy Statement should be discovered by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoingshould occur, the Company makes no representation shall, promptly after becoming aware thereof, inform Parent of such fact or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementevent.

Information Supplied. None Each of Parent, Merger Sub and the Company agrees, as to it and its respective Affiliates, directors, officers, employees, agents or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company specifically Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, on as of the date it is first time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Company Shares and at the time of the Company Common Stock Shareholders Meeting or at the date of the related stockholder meeting (the "Meeting Date")any adjournment thereof, contain 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 were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective officers or directors, should be discovered which should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Party discovering such event or circumstance shall be so described, promptly inform the other Parties and such an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and, as required by law, and disseminated to the stockholders shareholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied extent required by the Company specifically for inclusion therein, will comply as Law; provided that prior to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoingfiling, the Company makes no representation or warranty and Parent, as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the information supplied or other Party and their Representatives reasonable opportunity to be supplied by Parent or Sub for inclusion in the Proxy Statementcomment thereon.

Information Supplied. None Each of Parent, Merger Sub and the Company agrees, as to it and its respective Affiliates, directors, officers, employees, agents or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company specifically Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, on as of the date it is first time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Company Shares and at the time of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date")Shareholders Meeting, contain 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 were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective officers or directors, should be discovered which should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Party discovering such event or circumstance shall be so described, promptly inform the other Parties and such an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and, as required by law, and disseminated to the stockholders shareholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied extent required by the Company specifically for inclusion therein, will comply as Law; provided that prior to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoingfiling, the Company makes no representation or warranty and Parent, as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the information supplied or other Party and their Representatives reasonable opportunity to be supplied by Parent or Sub for inclusion in the Proxy Statementcomment thereon.

Information Supplied. None of The information relating to the information supplied or Company and the Company Subsidiaries to be supplied contained in, or incorporated by reference in, the proxy statement in preliminary and definitive form relating to the Company specifically for inclusion or incorporation by reference Meeting, the Broadcom Special Meeting and/or the Broadcom Redomiciliation Meeting, and which may be used as a prospectus of Holdco with respect to the Holdco Shares issuable in the Merger (together with any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and the registration statement on Form S-4 pursuant to which, among other things, the offer and sale of Holdco Shares in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Holdco (together with any amendments or supplements thereto, the “Form S-4”) and in the Redomiciliation Proxy Statement willwill not, on the date it that any such document is first mailed to the holders stockholders of the Company Common Stock or the shareholders of Broadcom (as applicable) or at the date time the Form S-4 is declared effective or at the time of the related stockholder meeting (Company Meeting, the "Broadcom Special Meeting Date")or the Broadcom Redomiciliation 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/Prospectus (other than portions thereof relating solely to the Broadcom Special Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC Broadcom Redomiciliation Meeting) will comply in all material respects as to form with the provisions requirements of applicable law as to the information required to be contained thereinExchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoingforegoing provisions of this Section 3.11, the Company makes no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the information supplied Joint Proxy Statement/Prospectus or to be the Redomiciliation Proxy Statement which were not supplied by Parent or Sub for inclusion in on behalf of the Proxy StatementCompany.

Information Supplied. None of the information supplied or to be supplied by the Company specifically NDS for inclusion or incorporation by reference in the Registration Statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of UEC Common Stock in the Merger (the "S-4") will, at the time the S-4 is filed with the SEC or when 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 none of the information supplied or to be supplied by NDS and included or incorporated by reference in the Proxy Statement will, on at the date it is first mailed to the holders stockholders of the Company Common Stock NDS or at the date time of the related stockholder meeting (of such stockholders to be held in connection with the "Meeting Date")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, If at any time prior to the Meeting Date, Effective Time any event with respect to the Company NDS or any of its Subsidiaries, or with respect to other information supplied by the Company specifically NDS for inclusion in the Proxy StatementStatement or S-4, shall occur which that is required to be described in an amendment of, or a supplement to, the Proxy StatementStatement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the CompanyNDS. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Proxy Statement, insofar as it relates to the Company NDS or its Subsidiaries or other information supplied by the Company specifically NDS for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding Exchange Act and the foregoingrules and regulations thereunder, the Company makes except that no representation representations or warranty warranties are made by NDS with respect to the statements made or incorporated by reference therein based on information supplied by UEC or to be supplied by Parent or Sub for inclusion in the Proxy Statementany of its Subsidiaries.

Information Supplied. None Each of Parent and the Company agrees, as to it and its Affiliates, employees, or Representatives, that none of the information supplied or to be supplied by Parent or the Company specifically Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, on as of the date it is first time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of the shares of Company Common Stock or and at the date time of the related stockholder meeting (the "Meeting Date")Company Shareholders Meeting, contain 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 misleading. IfEach of Parent, at any time prior to the Meeting Date, any event with respect to Merger Sub and the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All further agrees that all documents that the Company such Party is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Merger will comply as to form, form and substance in all material respects, respects with the provisions applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or the rules and regulations thereunder, and each such document omit to state any material fact required to be filed with stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as time prior to the information required Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be contained therein. Notwithstanding discovered by Parent which should be set forth in an amendment or a supplement to the foregoingProxy Statement, Parent shall promptly inform the Company and, if 43 requested by Parent, the Company makes no representation shall amend or warranty with respect supplement the Proxy Statement promptly to disclose such event or circumstance. If at any time prior to the information supplied Effective Time, any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be supplied discovered by Parent the Company which should be set forth in an amendment or Sub for inclusion in a supplement to the Proxy Statement., the Company shall promptly inform Parent and, if requested by Parent, the Company shall amend or supplement the Proxy Statement promptly to disclose such event or circumstance

Information Supplied. The Offer Documents, including Schedule 14D-1, will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and will conform in all material respects with the requirements of the Exchange Act and any other applicable law. The information contained in the Offer Documents (other than information furnished in writing by the Company expressly for inclusion in the Offer Documents, as to which Parent and Sub make no representations or warranties) will not, at the respective times such Offer Documents are filed with the SEC (or such filings are amended or supplemented) or published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Company specifically Parent or Sub or any affiliate of Parent for inclusion or incorporation by reference in (i) Schedule 14D-9 will, at the time 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, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, on the date it is first mailed to the holders of the Company Common Stock or at the date time of the related stockholder meeting (the "Meeting Date")Company's Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Meeting Date, Effective Time any event with respect to the Company Parent or any of its SubsidiariesSub, or with respect to other any information supplied by the Company specifically Parent or Sub for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Sub shall so describe the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statement.(d)

Information Supplied. None of the The information supplied or to be supplied by the Company specifically Rowan for inclusion or incorporation by reference in the Proxy Registration Statement will, on provided for in Section 5.18(d) to be filed by Ensco in connection with the date it is first mailed to the holders issuance of the Company Common Stock or New Ensco Shares in the Transaction shall not, at the date of time the related stockholder meeting (Registration Statement is declared effective by the "Meeting Date")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 Meeting Date, any event except that no representation or warranty is made by Rowan with respect to the Company statements made or any of its Subsidiaries, or with respect to other incorporated by reference therein based on information supplied by the Company specifically Ensco in writing expressly for inclusion therein. The information supplied or to be supplied by Rowan for inclusion in the Proxy StatementStatement (including, shall occur which for the avoidance of any doubt, the Scheme Document) will not, at the time the Proxy Statement is required first mailed to the Ensco Shareholders and at the time of the Ensco Shareholder Meeting, the Scheme Meeting and the Xxxxx XX to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC held in connection with the transactions contemplated hereinTransaction, including contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Schedule 14D-9 statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or the Proxy Statement, insofar as it relates warranty is made by Rowan with respect to the Company statements made or its Subsidiaries or other incorporated by reference therein based on information supplied by Ensco in writing expressly for inclusion therein. The Registration Statement and the Company specifically Proxy Statement (solely with respect to the portion thereof relating to the Xxxxx XX but excluding any portion thereof based on information supplied by Ensco in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Rowan) will comply as to form, form in all material respects, respects with the provisions of the Securities Act, Act and the Exchange Act or and the rules and regulations thereunder, promulgated thereunder and each such document required to be filed with any Governmental Entity other than applicable provisions of the SEC Companies Act and the Scheme Document will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy StatementCompanies Act.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Shire for inclusion or incorporation by reference in (i) the Proxy Statement Form F-4 will, at the time the Form F-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 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 UK Disclosure Documents will, on the date it is the UK Disclosure Documents are first mailed to the holders shareholders of the Company Common Stock Shire, or at the date time of the related stockholder Shire shareholders meeting (the "Meeting 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 the light of the circumstances under which they are made, not misleading or (iii) the Proxy Statement will, at the date it is first mailed to Xxxxxxx shareholders or at the time of the Xxxxxxx 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 the light of the circumstances under which they are made, not misleading. If, at any time prior The UK Disclosure Documents will contain all particulars relating to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is Shire and Xxxxxxx required to be described comply in an amendment ofall material respects with all United Kingdom statutory and other legal provisions (including, or a supplement towithout limitation, the Proxy StatementCompanies Act, the FSA and the rules and regulations made thereunder and the rules and requirements of the LSE) and all such event shall information contained in such documents will be so described, and such amendment or supplement shall be promptly filed substantially in accordance with the SEC and, as required by law, disseminated facts and will not omit anything material likely to affect the stockholders import of the Companysuch information. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, The Form F-4 will comply as to form, form in all material respects, respects with the provisions requirements of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes except that no representation or warranty is made by Shire with respect to the statements made or incorporated by reference therein based on information supplied or to be supplied by Parent or Sub for inclusion in the Proxy StatementXxxxxxx.

Information Supplied. None Each of Parent and the Company agrees, as to it and its Affiliates, employees, or Representatives, that none of the information supplied or to be supplied by Parent or the Company specifically Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, on as of the date it is first time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of the shares of Company Common Stock or and at the date time of the related stockholder meeting (the "Meeting Date")Company Shareholders Meeting, contain 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 misleading. IfEach of Parent, at any time prior to the Meeting Date, any event with respect to Merger Sub and the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All further agrees that all documents that the Company such Party is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Merger will comply as to form, form and substance in all material respects, respects with the provisions applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or the rules and regulations thereunder, and each such document omit to state any material fact required to be filed with stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as time prior to the information required Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be contained therein. Notwithstanding discovered by Parent which should be set forth in an amendment or a supplement to the foregoingProxy Statement, Parent shall promptly inform the Company and, if requested by Parent, the Company makes no representation shall amend or warranty with respect supplement the Proxy Statement promptly to disclose such event or circumstance. If at any time prior to the information supplied Effective Time, any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be supplied discovered by Parent the Company which should be set forth in an amendment or Sub for inclusion in a supplement to the Proxy Statement., the Company shall promptly inform Parent and, if requested by Parent, the Company shall amend or supplement the Proxy Statement promptly to disclose such event or circumstance

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.9, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the Proxy registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Class P Stock (and the shares of Parent Class P Stock to be issued upon any subsequent exercise of the Parent Class P Warrants) and Parent Class P Warrants in the Second Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4, or any amendments or supplements thereto, are filed with the SEC 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 in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy/Information Statement will, on the date it is first mailed to the holders stockholders of the Company Common Stock or and the stockholders of Parent, and at the date time of the related stockholder meeting (Company Stockholders Meeting and the "Meeting Date")Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary 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 Joint Proxy/Information Statement (except for such portions thereof that relate only to the Meeting Date, any event with respect to the Company Parent or any Subsidiary of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Parent) will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions applicable requirements of applicable law as to the information required to be contained thereinExchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by or to be supplied by on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None Neither the Schedule TO, the Offer Documents, nor any of the information supplied or to be supplied by the Company specifically Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement Schedule 14D-9 will, on at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders, and at any time any of them are 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, in light of the circumstances under which they are made, not misleading, nor will the Proxy Statement, at the date it is first mailed to the holders Company's stockholders or at the time of the Company Common Stock or at the date of the related stockholder meeting Stockholders Meeting (the "Meeting Date"as defined in Section 6.1), 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 made, not misleading. If, If at any time prior to the Meeting Date, Effective Time any event with respect to the Company Parent or any of its SubsidiariesMerger Sub, or with respect to other information supplied by the Company specifically Parent or Merger Sub for inclusion in the Schedule TO, the Offer Documents, the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such documents, Parent shall promptly notify the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC Company and, as required by law, disseminated to in the stockholders case of any of the Company. All documents that Schedule TO, the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 Offer Documents or the Proxy Statement, insofar promptly take any such required action. The Schedule TO, the Offer Documents and the Proxy Statement will comply as it relates to form in all material respects with the Company requirements of all applicable laws, including the Exchange Act and the rules and regulations thereunder. No representations or its Subsidiaries warranty is made by Parent or other Merger Sub with respect to statements made or incorporated by reference in any such documents based on information supplied by the Company specifically for inclusion or incorporation by reference therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically MXP, Reincorporation Sub or Merger Sub for inclusion or incorporation by reference in the S-4 will, at the time the S-4 becomes effective under the Securities Act or at the RM 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 not misleading, and none of the information supplied or to be supplied by MXP, Reincorporation Sub or Merger Sub and included or incorporated by reference in the Joint Proxy Statement will, on at the date it is first mailed to stockholders of Spice or MXP, as the holders of the Company Common Stock case may be, or at the date time of the related stockholder meeting (of such stockholders to be held in connection with the "Meeting Date")Mergers or at the RM 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, If at any time prior to the Meeting Date, RM Effective Time any event with respect to the Company MXP or any of its Subsidiaries, or with respect to other information supplied by the Company specifically MXP, Reincorporation Sub or Merger Sub for inclusion in the Joint Proxy StatementStatement or the S-4, shall occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the CompanySEC. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Joint Proxy Statement, insofar as it relates to the Company MXP, Reincorporation Sub or its Merger Sub or other Subsidiaries of MXP or other information supplied by the Company specifically MXP, Reincorporation Sub or Merger Sub for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding Exchange Act and the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Xxxx-Xxxxx for inclusion or incorporation by reference in (a) the Proxy Registration Table of Contents Statement will, on at the time the Registration Statement 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 a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement, at the date it is first mailed to the holders Spartan Stores Shareholders or Xxxx-Xxxxx Stockholders and at the time of the Company Common Stock or at Spartan Stores Shareholder Meeting and the date of the related stockholder meeting (the "Meeting Date")Xxxx-Xxxxx Stockholder Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. IfThe Joint Proxy Statement (other than the portions thereof relating solely to the Spartan Stores Shareholder Meeting), at the time the Joint Proxy Statement is filed with the SEC, at any time prior it is amended or supplemented, at the time it becomes effective under the Securities Act and at the date it is first mailed to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, Spartan Stores Shareholders and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion thereinXxxx-Xxxxx Stockholders, will comply as to form, form in all material respects, respects with the provisions requirements of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes except that no representation or warranty is made by Xxxx-Xxxxx with respect to the statements made or incorporated by reference therein based on information supplied by or to be supplied by Parent on behalf of Spartan Stores or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company Merger Sub or Parent specifically for inclusion or incorporation by reference in the proxy statement contemplated by Section 5.1 (together with any amendments and supplements thereto, the “Proxy Statement”) or the Rule 13e-3 Transaction Statement on Schedule 13E-3 contemplated by Section 5.1 (together with any amendments and supplements thereto, the “Schedule 13E-3”) will, on the date such document is filed and on the date it is first mailed published, sent or given to the holders of the Company Common Stock or Stock, and at the date time of the related stockholder meeting of the Company’s shareholders to consider and vote upon the Merger Agreement (the "Meeting Date"“Company 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 Meeting DateCompany Shareholders’ Meeting, any event with respect to the Company either Merger Sub or any of its SubsidiariesParent, or with respect to other information supplied by the Company either Merger Sub or Parent specifically for inclusion or incorporation by reference in the Proxy Statement, Statement or the Schedule 13E-3 shall occur which is required to be described in an amendment of, or a supplement to, such Proxy Statement or the Proxy Statement, Schedule 13E-3 such event shall be so describeddescribed by either Merger Sub or Parent, as applicable, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated provided to the stockholders of the Company. All documents that the Company Merger Sub or Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, herein will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any federal, state, provincial, local and foreign government, governmental, quasi-governmental, supranational, regulatory or administrative authority, agency, commission or any court, tribunal, or judicial or arbitral body (each, a “Governmental Entity other than the SEC Entity”) will comply in all material respects with the provisions of applicable law Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company neither Merger Sub nor Parent makes no any representation or warranty with respect to the information supplied or to be supplied by Parent or Sub on behalf of the Company for inclusion or incorporation by reference in the Proxy StatementStatement or the Schedule 13E-3.

Information Supplied. None Each of Parent and the Company agrees, as to it and its Affiliates and Representatives, that none of the information supplied or to be supplied by Parent or the Company specifically Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, on as of the date it is first time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of the shares of Company Common Stock or and at the date time of the related stockholder meeting (the "Meeting Date")Stockholders Meeting, contain 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 misleading. IfEach of Parent, at any time prior to the Meeting Date, any event with respect to Merger Sub and the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All further agrees that all documents that the Company such party is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Merger will comply as to form, form and substance in all material respects, respects with the provisions applicable requirements of the Securities Act, the Exchange Act and any other applicable Law and will not contain any untrue statement of a material fact, or the rules and regulations thereunder, and each such document omit to state any material fact required to be filed with stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as time prior to the information required Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be contained therein. Notwithstanding discovered by Parent that should be set forth in an amendment or a supplement to the foregoingProxy Statement, Parent shall promptly inform the Company and, if requested by Parent, the Company makes no representation shall amend or warranty with respect supplement the Proxy Statement promptly to disclose such event or circumstance. If at any time prior to the information supplied Effective Time, any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be supplied discovered by Parent the Company that should be set forth in an amendment or Sub for inclusion in a supplement to the Proxy Statement, the Company shall promptly inform Parent and, if requested by Parent, the Company shall amend or supplement the Proxy Statement promptly to disclose such event or circumstance.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement F-4 will, on at the date time the F-4 is filed with the SEC, at any time it is first mailed to the holders of the Company Common Stock amended or supplemented or at the date 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 not misleading. None of the related stockholder meeting (information supplied or to be supplied by Parent for inclusion or incorporation by reference in the "Meeting Date")Report, will, at the time the Report is filed with the ISA, contain any untrue statement 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. IfNone of the information to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or 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 were made, not misleading. If at any time prior to the Meeting Date, Effective Time any event with respect to the Company Parent, its officers and directors or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the F-4 or the Proxy Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by lawLaw, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, The F-4 will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding Securities Act and the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 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 not misleading, or (ii)the Proxy Statement will, on the date it is first mailed to the holders of the Company Common Stock or at on the date of the related stockholder meeting Stockholders Meeting (the "Meeting 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, If at any time prior to the Meeting Date, any event with respect to the Company or any of its SubsidiariesCompany, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required described by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including to the Schedule 14D-9 or the Proxy Statement, insofar as it relates extent relating to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to (i) the information supplied or to be supplied by Parent or Sub Newco for inclusion in the Form S-4 or the Proxy StatementStatement or (ii) any projections, forward-looking statements or similar information provided to Newco that are not of an historical nature, except that, in the case of clause (ii), the Company has prepared such projections or statements in good faith based upon assumptions the Company believed to be reasonable in light of the circumstances existing at the time such projections were made.

Information Supplied. None Subject in all respects to the accuracy of the representations and warranties of Parent and Buyer set forth in Article V hereof, the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference reference, as such may be timely amended or supplemented, in (i) that portion of the Joint Proxy/Registration Statement constituting Parent's registration statement on Form S-4 in respect of the issuance of the Notes in the Merger (the "Registration Statement") shall not, at the time the Joint Proxy/Registration Statement is filed with the SEC and/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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (ii) that portion of the Joint Proxy/Registration Statement constituting the Company's proxy statement, in definitive form, relating to the Shareholders Meeting to be held in connection with the Merger and the related transactions (the "Proxy Statement willStatement") shall not, on at the date it is first mailed to the holders Company's shareholders and at the time of the Company Common Stock Shareholders Meeting, contain any untrue statement of a material fact or at omit to state any material fact required to be stated therein or necessary in order to make the date statements therein, in light of the related stockholder meeting circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meeting that has become false or misleading and (iii) the Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger (the "Meeting DateSchedule 13E-3")) shall not, at the time the Schedule 13E-3 is filed with the SEC and at the time of the 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 Meeting DateEffective Time, any event with respect relating to the Company or any of its SubsidiariesCompany Subsidiary, Affiliate, Associate, officer or with respect to other information supplied director is discovered by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to that should be described set forth in an amendment of, or a supplement toto the Registration Statement, the Proxy StatementStatement or the Schedule 13E-3, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules shall promptly inform Parent and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained thereinBuyer. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the any information supplied by or to be supplied by on behalf of Parent or Sub for inclusion Buyer that is contained in or furnished in connection with the Proxy Statementpreparation of the Joint Proxy/Registration Statement or the Schedule 13E-3. The Joint Proxy/Registration Statement shall comply as to form in all material respects with the respective provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None Subject in all respects to the accuracy of the representations and warranties of the Company set forth in Article IV hereof, the information supplied or to be supplied by the Company specifically or on behalf of Buyer and Parent for inclusion or incorporation by reference reference, as such may be timely amended or supplemented, in (i) the Proxy Statement willshall not, on at the date it is first mailed to the holders Company’s shareholders and at the time of the Company Common Stock 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 or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the meeting of the Company’s shareholders that has become false or misleading and (ii) the Schedule 13E-3 shall not, at the date time the Schedule 13E-3 is filed with the SEC and at the time of the related stockholder meeting (the "Meeting Date")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 Meeting DateEffective Time, any event relating to Parent or Buyer or any of their Affiliates, Associates, officers or directors is discovered by Parent or Buyer that should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3, Parent or Buyer shall promptly inform the Company. Notwithstanding the foregoing, neither Parent nor Buyer makes any representation or warranty with respect to any information supplied solely by or on behalf of the Company that is contained in or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC furnished in connection with the transactions contemplated herein, including preparation of the Proxy Statement or the Schedule 14D-9 or 13E-3. The Proxy Statement and the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will Schedule 13E-3 shall comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the respective provisions of applicable law as to the information required to be contained therein. Notwithstanding Securities Act and the foregoing, Exchange Act and the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations promulgated thereunder.

Information Supplied. None The information relating to the Company and the Company Subsidiaries to be contained in the proxy statement relating to the matters to be submitted to the stockholders of the information supplied Company at the Company Special Meeting and the shareholders of Parent at the Parent Special Meeting (such joint proxy materials, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), the registration statement on Form S-4 (of which the Joint Proxy Statement/Prospectus will form a part) with respect to the issuance of Parent Shares in the Merger (the “Form S-4”) and any other documents filed or furnished with or to be supplied by the Company specifically for inclusion SEC or incorporation by reference pursuant to the Securities Act and the Irish Takeover Rules in each case in connection with the Proxy Statement willMerger will not, on the date it the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the holders stockholders of the Company Common Stock and at the time the Form S-4 is declared effective (and any amendment or supplement thereto) or at the date time of the related stockholder meeting (the "Meeting Date")Company Special 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 to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the The Joint Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity /Prospectus (other than the SEC portions thereof relating solely to the meeting of the shareholders of Parent) and any related documents will comply in all material respects as to form with the provisions requirements of applicable law as the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. If an Irish Prospectus is required under Irish Prospectus Law, the information relating to the information Company and its Subsidiaries to be contained in the Irish Prospectus will not, on the date the Irish Prospectus is first made available to the public in accordance with the Irish Prospectus Regulations, contain any untrue statement of any material fact or omit to state any material fact required to be contained 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. Notwithstanding the foregoingforegoing provisions of this Section 3.12, the Company makes no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the information supplied Joint Proxy Statement/Prospectus, the Form S-4 or to be (if applicable) the Irish Prospectus which were not supplied by Parent or Sub for inclusion in on behalf of the Proxy StatementCompany.

Information Supplied. None PageNet and Arch each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company specifically it or its Subsidiaries for inclusion or incorporation by reference in: (i) the Registration Statement on Form S-4 to be filed with the SEC by Arch in connection with the issuance of shares of Arch Common Stock in the Merger (including the joint proxy statement 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; and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, on the date it is first mailed to the holders of the Company Common Stock or at the date of mailing to stockholders and at the related stockholder meeting (time of each of the "PageNet Stockholders Meeting Date")and the Arch Stockholders Meeting to be held in connection with the Merger, in any such case, contain any untrue statement 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, If at any time prior to the Meeting DateEffective Time any information relating to Arch or PageNet, any event with respect to the Company or any of its Subsidiariestheir respective affiliates (as defined in SEC Rule 12b-2), officers or with respect directors, is discovered by Arch or PageNet which should be set forth in an amendment or supplement to other information supplied by any of the Company specifically for inclusion in S-4 Registration Statement or the Prospectus/Proxy Statement, shall occur which is so that any of such documents would not include any misstatement of a material fact or would omit to state any material fact required to be described stated therein 39 or necessary to make the statements therein, in an amendment ofthe light of the circumstances under which they were made, or a supplement tonot misleading, the Proxy Statement, party which discovers such event information shall be so described, promptly notify the other parties to this Agreement and such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as to the extent required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules PageNet and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy StatementArch.

Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (i) the Proxy Statement Schedule 13E-3 will, on at the date it time such document is first mailed to filed with the holders of the Company Common Stock SEC, at any time such document is amended or supplemented or at the date time such document is sent or given to stockholders of the related stockholder meeting (the "Meeting Date")Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If, or (ii) the Company Proxy Statement will, at any time prior to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which date it is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated first mailed to the stockholders of the CompanyCompany or 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions transaction contemplated hereinby this Agreement, including to the Schedule 14D-9 or the Proxy Statement, insofar as it relates extent relating to the Company or its Subsidiaries or other information supplied by or on behalf of the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, the Exchange Act or the rules and regulations thereunderas applicable, and each such document required to be filed with any Governmental Entity (other than the SEC SEC) will comply in all material respects with the provisions of applicable law Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company or Merger Sub with respect to statements made or incorporated by reference in the Schedule 13E-3 or the Company Proxy Statement based on information supplied or to be supplied by any member of the Parent or Sub Group for inclusion in the Proxy Statementor incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Parent or Merger Sub in writing expressly for inclusion or incorporation by reference in the Company Proxy Statement will, on at the date it is first mailed to the holders time of the mailing thereof or of the meeting at which Company Common Stock Shareholder Approval is to be taken, or at the date of the related stockholder meeting (the "Meeting Date")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 light of the circumstances under which they are made, not misleading. If, at any time prior to the Meeting DateEffective Time, any event with respect to the Company Parent or any of its SubsidiariesMerger Sub (including their respective officers, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, directors and subsidiaries) shall occur which that is required to be described in an amendment of, or a supplement to, the Company Proxy Statement, each of Parent and Merger Sub shall notify the Company thereof and such event shall be so described, and . Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by lawLaw, disseminated to the stockholders shareholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will amendment or supplement shall comply in all material respects with the all provisions of applicable law as Law. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the information Company’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be contained stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder. Notwithstanding the foregoing, the Company neither Parent nor Merger Sub makes no any representation or warranty with respect to the any information supplied by the Company or to be supplied by Parent or Sub any of its respective representatives for inclusion in the Offer Documents or the Company Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Xxxxxx for inclusion or incorporation by reference in (i) the S-4 at the time the S-4 is filed with the SEC, at the time it is amended or supplemented, and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement Statement/Prospectus will, on at the date it is first mailed to the holders stockholders of the Company Common Stock or Xxxxxx, at the date mailed to the stockholders of Total, and at the time of each of the related stockholder meeting (the "Meeting Date"), 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, If at any time prior to the Meeting Datevotes at the Stockholder Meetings, any event with respect to the Company Xxxxxx, its officers and directors or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement/Prospectus, Xxxxxx shall promptly so advise Total and such event shall be so described, and such amendment or supplement (which Total shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as to the extent required by lawLaw, disseminated to the stockholders of the CompanyXxxxxx. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Joint Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, /Prospectus will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained thereinSecurities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect is made in this Section 5.8 as to the information supplied or to be supplied provided by Parent or Sub Total for inclusion in the S-4 or the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Total for inclusion or incorporation by reference in (i) the S-4 at the time the S-4 is filed with the SEC, at the time it is amended or supplemented, and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement Statement/Prospectus will, on at the date it is first mailed to the holders stockholders of the Company Common Stock or Total, at the date mailed to the stockholders of Xxxxxx, at the time of the related stockholder meeting Total Stockholders Meeting, and at the time of the Xxxxxx Stockholders Meeting (together with the Total Stockholders Meeting, the "Meeting DateStockholder 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, If at any time prior to the Meeting Datevotes at the Stockholder Meetings, any event with respect to the Company Total, its officers and directors or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement/Prospectus, Total shall promptly so advise Xxxxxx and such event shall be so described, and such amendment or supplement (which Xxxxxx shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as to the extent required by lawLaw, disseminated to the stockholders of the CompanyTotal. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Joint Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, /Prospectus will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained thereinSecurities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect is made in this Section 4.8 as to the information supplied or to be supplied provided by Parent or Sub Xxxxxx for inclusion in the S-4 or the Joint Proxy Statement/Prospectus.

Information Supplied. None Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such Party to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereunder. Each of Parent, Merger Sub and the Company agrees, as to it and its respective Affiliates, directors, officers, employees, agents or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company specifically Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, on as of the date it is first time such documents (or any amendment thereof or supplement thereto) are filed with the SEC, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Company Shares and at the time of the Company Common Stock Shareholders Meeting or at the date of the related stockholder meeting (the "Meeting Date")any adjournment thereof, contain 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 were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective officers or directors, should be discovered which should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Party discovering such event or circumstance shall be so described, promptly inform the other Parties and such an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and, as required by law, and disseminated to the stockholders shareholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied extent required by the Company specifically for inclusion therein, will comply as Law; provided that prior to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoingfiling, the Company makes no representation or warranty and Parent, as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the information supplied or other Party and their Representatives reasonable opportunity to be supplied by Parent or Sub for inclusion in the Proxy Statementcomment thereon.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which Company Common Shares issuable in the Merger will be registered with the SEC (the “Registration Statement”) shall (i) when filed with the SEC or other regulatory agency, (ii) when it is declared effective by the SEC, and (iii) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information to be supplied by the Company for inclusion or incorporation by reference in the REIT Merger Proxy Statement willshall (i) when filed with the SEC or other regulatory agency, on (ii) at the date times when it (or any amendment thereof or supplement thereto) is first mailed to the holders of Company Common Shares and NRT Common Stock, (iii) at the times of each of the Company Common Stock or Shareholder Meeting and the NRT Stockholder Meeting, and (iv) at the date of the related stockholder meeting (the "Meeting Date")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, If at any time prior to the Meeting DateEffective Time, any event with respect to the Company or any of its SubsidiariesCompany, or with respect to other information supplied by the Company specifically for inclusion in the REIT Merger Proxy Statement or Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the REIT Merger Proxy Statement or Registration Statement, such event shall be so described, described by the Company and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated provided to the stockholders of the CompanyNRT. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including to the Schedule 14D-9 or the Proxy Statement, insofar as it relates extent relating to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Exchange Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity Authority (other than the SEC SEC) will comply in all material respects with the provisions of applicable law any Law as to the information required to be contained therein. Notwithstanding the foregoing, foregoing the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent NRT or Sub its Affiliates for inclusion or incorporation by reference in the REIT Merger Proxy Statement or the Registration Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Syntroleum for inclusion or incorporation by reference in SLH's 1997 Form 10-K or the Proxy Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission (the "SEC") by SLH in connection with the issuance of shares of SLH Common Stock in the Merger (the "S-4") will, on at the date it is first mailed to time the holders S-4 becomes effective under the Securities Act of 1933, as amended (the Company Common Stock "Securities Act"), and the rules and regulations thereunder or at the date Effective Time (or in the case of SLH's Form 10-K, upon filing thereof), 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 none of the information supplied or to be supplied by Syntroleum and included or incorporated by reference in the related stockholder meeting proxy statement (the "Meeting DateProxy Statement")) will, at the time of mailing thereof or at the time of the meetings of the stockholders of SLH or Syntroleum to be held in connection with the Merger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Meeting Date, Effective Time any event with respect to the Company Syntroleum or any of its Subsidiaries, or with respect to other information supplied by the Company specifically Syntroleum for inclusion in the Proxy StatementStatement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy StatementStatement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the CompanySLH and Syntroleum. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or The S-4 and the Proxy Statement, insofar as it relates they relate to the Company Syntroleum or its Subsidiaries or other information supplied by the Company specifically Syntroleum for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding Securities Act and the foregoingExchange Act, and the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations thereunder.

Information Supplied. (a) None of the information supplied or to be supplied by the Company specifically concerning the Company, Subco or the Company Subsidiaries for inclusion or incorporation by reference in (i) the Proxy Registration Statement on Form S-4 to be filed with the SEC by Playboy in connection with the issuance of shares of New Playboy Class B Common Stock in the Mergers and the prospectus contained therein (the "S-4") will, on 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 not misleading, and (ii) the proxy statement, including the prospectus referred to in clause (i) above, relating to the Company Stockholders Meeting to be held in connection with the transactions contemplated by this Agreement and the Related Agreements (the "Proxy Statement") will, at the date it is first mailed to stockholders and at the holders time of the Company Common Stock or at the date of the related stockholder meeting (the "Stockholders Meeting Date")to be held in connection with such transactions, contain any untrue statement 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 Meeting DateEffective Time of the Mergers, any event with respect to the Company, the Company Subsidiaries or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall their respective officers and directors should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Playboy and such event shall be so described, and such amendment or supplement (which Playboy shall have a reasonable opportunity to review and comment upon) shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by Stockholders Meeting to vote on the Company specifically for inclusion thereinMergers and, if necessary, the Related Transactions, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained thereinExchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the any information supplied by any of the Playboy Entities which is contained or to be supplied incorporated by Parent reference in, or Sub for inclusion furnished in connection with the preparation of, the S-4 or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically IMS for inclusion or incorporation by reference in (i) the 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 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 will, on at the date it is first mailed to the holders of the Company Common Stock Company's stockholders or at the date time of the related stockholder meeting (the "Meeting Date")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 the light of the circumstances under which they are made, not misleading. IfThe Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, at any time prior to the Meeting Date, any event except that no representation is made by IMS with respect to the Company statements made or any of its Subsidiaries, or with respect to other incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein. 63 Exhibit D IMS Exchange Ratio If the IMS Common Stock Price is above the Base Price plus the Second Threshold, the IMS Exchange Ratio shall be .2532 multiplied by the IMS Adjustment Factor, subject to a downward adjustment (the "Excess Ratio Adjustment") for each dollar (or portion thereof) by which the IMS Common Stock Price exceeds the Base Price plus the Second Threshold (the "Excess"). The Excess Ratio Adjustment shall be as specified opposite the applicable Excess in the Proxy Statement, shall occur which is required table below (subject to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated straight line interpolation (rounded to the stockholders nearest 1/10,000th) between the nearest two indicated Excess amounts to give effect to fractions of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementa dollar).

Information Supplied. None Each of Parent and the Company agrees, as to it and its Affiliates, directors, officers, employees, agents or other Representatives, that none of the information supplied or to be supplied by Parent or the Company specifically Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, on as of the date it is first time such documents (or any amendment thereof or supplement thereto) are filed with the SEC and mailed to the holders of the shares of Company Common Stock or and at the date time of the related stockholder meeting (the "Meeting Date")Company Stockholders Meeting, contain 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 misleading. IfEach of Parent, at any time prior to the Meeting Date, any event with respect to Merger Sub and the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All further agrees that all documents that the Company such Party is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Merger will comply as to form, form and substance in all material respects, respects with the provisions applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the rules and regulations thereunderstatements therein, and each such document required to be filed with any Governmental Entity other than in light of the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained thereincircumstances under which they were made, not misleading. Notwithstanding the foregoing, neither the Company Company, on the one hand, nor Parent or Merger Sub, on the other hand, makes no representation or warranty any covenant with respect to any information provided by the information supplied other for inclusion or incorporation by reference in any document that such first Party is responsible for filing with the SEC in connection with the Merger. If at any time prior to the Company Stockholders Meeting, any event or circumstance relating to Parent, Merger Sub, the Company or any Company Subsidiary or their respective Affiliates, officers or directors which should be supplied set forth in an amendment or a supplement to the Proxy Statement (so that such document would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading) should be discovered by Parent or Sub for inclusion in the Company, such Party shall promptly inform the other Party and, if requested by Parent, the Company shall amend or supplement the Proxy StatementStatement promptly to disclose such event or circumstance and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company.

Information Supplied. None of the information supplied or to be supplied by the Company specifically PepsiCo or any of its Subsidiaries for inclusion or incorporation by reference in (i) the Proxy Statement Form S-4 will, on at the date time the Form S-4 is filed with the SEC, at any time it is first mailed to the holders of the Company Common Stock amended or supplemented or at the date of time it becomes effective under the related stockholder meeting (the "Meeting Date")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, at any time prior to the Meeting Date, any event with respect to the Company misleading or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in (ii) the Proxy Statement/Prospectus will, shall occur which at the date it is first mailed to Whitman's stockholders or at the time of the Whitman Stoxxxxxxxxx Meeting, contain any untrue statemexx xx x 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 Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders in light of the Companycircumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, The Form S-4 will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions requirements of applicable law the Securities Act, except that no representation is made by PepsiCo with respect to statements made or incorporated by reference therein based on information supplied by Whitman or any Subsidiary of Whitman for inclusion or inxxxxxxxtion by reference in txx Xxxx S-4. (f) Absence of Certain Changes or Events. Except as to disclosed in the information reports, schedules, forms, statements and other documents required to be contained therein. Notwithstanding filed by PepsiCo with the foregoingSEC since January 1, the Company makes no representation or warranty with respect 1997 and publicly available prior to the information supplied date of this Agreement (the "PepsiCo Filed SEC Documents"), since September 5, 1998, PepsiCo has conducted the business of each of the PepsiCo Subsidiaries only in the ordinary course, and there has not been (i) any Material Adverse Change in the PepsiCo Subsidiaries , (ii) any granting by any of the PepsiCo Subsidiaries to any Transferred Individual of any increase in compensation, except for increases in cash compensation in the ordinary course of business consistent with past practice or to be supplied by Parent or Sub for inclusion the extent required under employment agreements in effect as of the Proxy Statement.date of this Agreement (true and complete copies of which have

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Proxy Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock as required by the terms of this Agreement (the "SHARE ISSUANCE") pursuant to the Merger (the "S-4") at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, will 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 relating to the Company Stockholder Meeting (as hereinafter defined) and the Parent Stockholder Meeting (as hereinafter defined) to be held in connection with the Merger and the Share Issuance (the "PROXY STATEMENT") will, on the date it is first mailed to the holders of the Company Common Stock or at the date mailed to stockholders and at the times of the related stockholder meeting (meetings of stockholders to be held in connection with the "Meeting Date")Merger or the Share Issuance, contain any untrue statement 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 Meeting DateEffective Time, any event with respect to the Company Company, its officers and directors or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as to the extent required by lawLaw, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion thereinStockholder Meeting, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding Exchange Act and the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations thereunder.

Information Supplied. None of the information relating to WPZ and its affiliates supplied in writing by WPZ specifically for inclusion, or to be supplied incorporated by the Company specifically for inclusion or incorporation by reference reference, in the Proxy Statement willor in any other document to be filed in connection with the transactions contemplated by this Agreement with the SEC or any other Governmental Authority, on including any exhibits or schedules thereto, will at the respective times filed with the SEC or other Governmental Authority and, in addition, in the case of the Proxy Statement at the date it or any amendment or supplement thereto is first mailed to stockholders; and at the holders time of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date")Special 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 Meeting DateEffective Time, WPZ should become aware of any event with respect relating to the any WPZ Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which that is required by applicable Law to be described set forth in an amendment of, or a supplement to, the Proxy Statement, such event WPZ shall promptly so inform Parent and Merger Subsidiary and shall promptly file or cause to be so described, and filed such amendment or supplement supplement. The Proxy Statement will comply as to form in all material respects with the Exchange Act, and shall be promptly not, when filed with the SEC andSEC, as contain any untrue statement of a material fact or omit to state any material fact required by lawto be stated therein or necessary in order to make the statements therein, disseminated to the stockholders in light of the Company. All documents circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that no agreement or representation hereby is made or shall be made by WPZ with respect to information supplied by Parent or Merger Subsidiary in writing expressly for inclusion in the Company is responsible for filing with the SEC Proxy Statement or in any other document to be filed in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementthis Agreement.

Information Supplied. None of the information supplied relating to REIT I or to be supplied any REIT I Subsidiary contained or incorporated by reference in the Company specifically REIT I Proxy Statement or the Form S-4 or that is provided by any of REIT I or any REIT I Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Proxy Statement will, on transactions contemplated by this Agreement will (a) in the date it is first mailed to the holders case of the Company Common Stock REIT I Proxy Statement, at the time of the initial mailing thereof, at the time of the REIT I Shareholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the date 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 related stockholder meeting circumstances under which they are made, not misleading, or (b) in the "Meeting Date")case of the REIT I Proxy Statement or with respect to any other document to be filed by REIT I 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 the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company REIT I is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or extent relating to REIT I, its officers, directors and partners and the REIT I Subsidiaries (or other information supplied by the Company specifically or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC ) will comply in all material respects with the provisions applicable requirements of applicable law 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 information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy StatementNNN REIT Parties.

Information Supplied. None Each of Axxxxxxx and Park agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company specifically it for inclusion or incorporation by reference in (i) the Proxy Registration Statement will, on the date it is first mailed to the holders of the Company Common Stock or at the date of time the related stockholder meeting (Registration Statement and each amendment or supplement thereto, if any, is filed with the "Meeting Date")SEC and at the time the 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 in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. If, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto will, at any time prior the date of mailing to the Meeting DateAxxxxxxx shareholders and at the time of the Axxxxxxx Meeting, as the case may be, contain any event untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to the Company or any of its Subsidiariesmaterial fact, or with respect which will omit to other information supplied by state any material fact necessary in order to make the Company specifically for inclusion statements made therein, in light of the circumstances under which they were made, not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement, /Prospectus or any amendment or supplement thereto. Each of Axxxxxxx and Park further agrees that if it shall occur which is required become aware prior to be described the Effective Time of any information furnished by it that would cause any of the statements in an amendment of, or a supplement to, the Registration Statement and the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, such event shall be so describedor to omit to state any material fact necessary to make the statements made therein, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders in light of the Company. All documents that circumstances under which they were made, not false or misleading, to promptly inform the Company is responsible for filing with other party thereof and to take the SEC in connection with necessary steps to correct the transactions contemplated herein, including the Schedule 14D-9 or Registration Statement and the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statement/Prospectus.

Information Supplied. None of the information relating to PhotoMedex or any PhotoMedex Subsidiary, which is supplied or to be supplied by the Company specifically PhotoMedex or any PhotoMedex Subsidiary expressly for inclusion or incorporation by reference in the filings with the SEC or the mailings to PhotoMedex’s stockholders as it relates to the Registration Statement and Proxy Statement will, on the date it is first mailed to the holders of the Company Common Stock or at the date of filing or mailing, or any amendment thereto, as the related stockholder meeting (the "Meeting Date")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 misleading (subject to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion qualifications and limitations set forth in the Proxy Statement, shall occur which materials provided by PhotoMedex and the PhotoMedex Subsidiaries or that is required to be described included in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders filings or mailings). None of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent PhotoMedex and the PhotoMedex Subsidiaries expressly for inclusion or incorporation by reference in any of the Signing Filing, the Signing Press Release, the Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the “Ancillary Public Disclosures”) will, at the time 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 (subject to the qualifications and limitations set forth in the materials provided by PhotoMedex and the PhotoMedex Subsidiaries or that is included in the Ancillary Public Disclosures). Notwithstanding the foregoing, PhotoMedex and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Radiancy or any Radiancy Subsidiary for inclusion in any such filings with the Proxy StatementSEC, mailings to PhotoMedex’s stockholders or the Radiancy Stockholders or Ancillary Public Disclosures. PhotoMedex has delivered or provided access to Radiancy all material information, documents and instruments necessary in order for Radiancy to conduct its due diligence with respect to the representations and warranties in this Article II.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock as required by the terms of this Agreement (the "Share Issuance") pursuant to the Merger (the "S-4") at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, will 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 relating to the Company Stockholder Meeting (as hereinafter defined) and the Parent Stockholder Meeting (as hereinafter defined) to be held in connection with the Merger and the Share Issuance (the "Proxy Statement Statement") will, on the date it is first mailed to the holders of the Company Common Stock or at the date mailed to stockholders and at the times of the related stockholder meeting (meetings of stockholders to be held in connection with the "Meeting Date")Merger or the Share Issuance, contain any untrue statement 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 Meeting DateEffective Time, any event with respect to the Company Company, its officers and directors or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as to the extent required by lawLaw, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion thereinStockholder Meeting, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding Exchange Act and the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company or any of its Subsidiaries, specifically for inclusion or incorporation by reference in the Joint Proxy Statement Statement/Prospectus contemplated by Section 5.1 will, on the date such document is filed and on the date it is first mailed published, sent or given to the holders of the Company Parent Common Stock or Stock, and at the date time of the related stockholder meeting of Parent’s stockholders to consider and vote upon the Merger Agreement (the "Meeting Date"“Parent Stockholders’ Meeting”), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary 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 Meeting Datedate of the Company Shareholders’ Meeting, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus, shall occur which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement/Prospectus, such event shall be so described, described by the Company and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated provided in writing to the stockholders of the CompanyParent. All documents that the Company is or its Subsidiaries are responsible for filing with the SEC in connection with the transactions contemplated hereinhereby, including to the Schedule 14D-9 or the Proxy Statement, insofar as it relates extent relating to the Company or its Subsidiaries or other information supplied by the Company specifically or its Subsidiaries for inclusion or incorporation by reference therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub its Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by the Company Parent and Acquisition specifically for inclusion or incorporation by reference in the Proxy Statement will, on the date it is first mailed to the holders of the Company Common Stock or on the Meeting Date, and none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Schedule 13E-3 will, at the date time of its filing with the related stockholder meeting (the "Meeting Date")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, If at any time prior to the Meeting Date, any event with respect to the Company Parent or any of its SubsidiariesAcquisition, or with respect to other information supplied by the Company Parent or Acquisition specifically for inclusion in the Proxy StatementStatement or the Schedule 13E-3, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy StatementStatement or the Schedule 13E-3, such event shall be so described, described by Parent or Acquisition and such amendment included by the parties hereto in the Schedule 13E-3 or supplement shall be promptly filed with the SEC and, as required by law, disseminated provided to the stockholders of Company for inclusion in the CompanyProxy Statement. All documents that the Company is Parent and Acquisition are responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, herein will comply as to form, in all material respects, with the applicable provisions of the Securities Exchange Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company neither Parent nor Acquisition makes no any representation or warranty with respect to the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in the Proxy StatementStatement or the Schedule 13E-3.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.6, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4, or any amendment or supplement thereto, is filed with the SEC 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 in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, (b) the registration statement on Form 10 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4, or any amendment or supplement thereto, is filed with the SEC 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 in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, (b) the registration statement on Form 10 to be filed with the SEC by the Company in connection with the issuance of shares of Newco common stock in the Spin-Off (as amended or supplemented from time to time, the “Form 10”) will, at the time the Form 10, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Exchange 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 (c) the Proxy Statement will, on the date it is first mailed to stockholders of the holders Company, and at the time of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date")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 Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders Each of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Form 10 and Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Statement will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions applicable requirements of applicable law as to the information required to be contained thereinSecurities Act and the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by or to be supplied by on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied Offer Documents or to be supplied by any amendment or supplement thereto, at the Company specifically for inclusion respective times such documents are filed with the SEC or incorporation by reference in the Proxy Statement willfirst published, on the date it is first mailed sent or given to the holders of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date")Company's stockholders, will contain any untrue statement of a material fact or will 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 except that no representation is made by Purchaser with respect to information supplied by the Company specifically for inclusion in the Offer Documents or any amendment or supplement. None of the information supplied or to be supplied by Purchaser for inclusion or incorporation by reference in the Schedule 14D-9 will, at the time such documents are filed with the SEC or distributed to the Company's stockholders, contains any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time the Purchaser shall obtain knowledge of any facts with respect to itself, any of its officers and directors or any of its Subsidiaries that would require the supplement or amendment to the Offer Documents or the information supplied by Purchaser for inclusion or incorporation by reference in the Schedule 14D-9 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 Meeting Date, any event with respect to the Company or any of its Subsidiaries, or to comply with respect to other information supplied by the Company specifically for inclusion in the Proxy Statementapplicable Laws, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by lawLaw, disseminated to the stockholders of the Company. All documents that , and in the event the Company is responsible for filing with shall advise Purchaser as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the SEC in connection with foregoing documents, Purchaser shall promptly amend or supplement such document as required and distribute the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates same to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy StatementCompany's stockholders.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the Proxy Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "FORM S-4") will, on at the date it time the Form S-4 is first mailed filed with the SEC and at the time the Form S-4, as amended or supplemented, 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; (b) the proxy statement relating to the holders meetings of Company and Parent stockholders to be held in connection with the Company Common Stock or Merger (the "PROXY STATEMENT") will, at the date mailed to stockholders of Company and Parent, and at the time of the related stockholder meeting (of stockholders of Company and Parent to be held in connection with the "Meeting Date")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, therein in light of the circumstances under which they are made, made not misleading. If, at any time prior misleading and (c) the Registration Statement on Form S-1 (the "FORM S-1") to be filed with the Meeting Date, any event SEC by Parent with respect to the Company or any of its SubsidiariesPublic Offering (as defined in SECTION 4.4) will, or with respect to other information supplied by at the Company specifically for inclusion in time the Proxy Statement, shall occur which Form S-1 is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC andand at the time the Form S-1, as amended or supplemented, 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 based upon information furnished by lawor on behalf of Company and Company's majority stockholder, disseminated to The Second Cup Ltd., a corporation organized under the stockholders laws of the CompanyOntario, Canada ("SECOND CUP"). All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by meeting of Company's stockholders to vote on the Company specifically for inclusion therein, Merger will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law the Exchange Act and the rules and regulations thereunder, and the Form S-4 and the Form S-1 (to the extent that the Form S-1 contains information furnished by or on behalf of Company and Second Cup) will comply as to form in all material respects with the information required to be contained therein. Notwithstanding provisions of the foregoing, Securities Act and the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations thereunder.

Information Supplied. None of the information supplied relating to NNN REIT or to be supplied any NNN REIT Subsidiary contained or incorporated by reference in the Company specifically REIT I Proxy Statement or the Form S-4 or that is provided by NNN REIT or any NNN REIT Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Proxy Statement will, on transactions contemplated by this Agreement will (a) in the date it is first mailed to the holders case of the Company Common Stock REIT I Proxy Statement, at the time of the initial mailing thereof, at the time of the REIT I Shareholders Meetings, at the time the Form S-4 is declared effective by the SEC or at the date 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 related stockholder meeting circumstances under which they are made, not misleading, or (b) in the "Meeting Date")case of the Form S-4 or with respect to any other document to be filed by NNN REIT 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 the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company NNN REIT is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or extent relating to NNN REIT, its officers, directors and partners and the NNN REIT Subsidiaries (or other information supplied by the Company specifically or on behalf of NNN REIT or any NNN REIT Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC ) will comply in all material respects with the provisions applicable requirements of applicable law the Securities Act and the Exchange Act; provided, that no representation is made as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation statements made or warranty with respect to the information supplied incorporated by reference by or to be supplied by Parent or Sub for inclusion in the Proxy Statement.on behalf of REIT I.

Information Supplied. None of the information supplied or to be supplied by the Company specifically BNP or by BancWest for inclusion or incorporation by reference in the Proxy Statement will, on the date it is first mailed to the holders of the Company Common Stock or at the date of mailing to stockholders of FHI and at the related stockholder time of the meeting of stockholders of FHI (the "Meeting DateStockholders' Meeting") to be held in connection with obtaining the FHI Stockholder Approval (as defined in Section 3.2(n)), (i) contain any untrue statement 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. Ifmisleading or (ii) at the time and in the light of the circumstances under which it is made, at be false or misleading with respect to any time prior material fact, or omit to state any material fact necessary in order to make the Meeting Date, statements therein not false or misleading or necessary to correct any event statement in any earlier communication with respect to the Company solicitation of a proxy for the Stockholders' Meeting which has become false or misleading. businesses of BancWest and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Entity, except for possible violations which, individually or in the aggregate, do not, and, insofar as reasonably can be foreseen, in the future will not, have a material adverse effect on BancWest. Except as set forth in Section 3.1(f) of the BancWest Disclosure Schedule and except for routine examinations by Federal or state Governmental Entities charged with the supervision or regulation of banks or bank holding companies or engaged in the insurance of bank deposits ("Bank Regulators"), to the best knowledge of BancWest, no investigation by any Governmental Entity with respect to BancWest or any of its SubsidiariesSubsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statementaggregate, shall occur which is required to as far as reasonably can be described in an amendment offoreseen, or would not have a supplement to, the Proxy Statement, such event shall be so describedmaterial adverse effect on BancWest, and such amendment no proceedings by any Bank Regulator are pending or supplement shall be promptly filed with the SEC and, as required by law, disseminated threatened which seek to the stockholders revoke or materially limit any of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy StatementBancWest Permits.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically or its Representatives for inclusion or incorporation by reference in the Proxy Statement willregistration statement on Form S-4 to be filed by NewCo in connection with the Merger (the “Form S-4”) shall not, on the date it is first mailed to the holders of the Company Common Stock or at the date of time the related stockholder meeting (Form S-4 is declared effective by the "Meeting Date")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 or warranty is made by the Meeting Date, any event Company with respect to the Company statements made therein based on information supplied by IAC, NewCo, Merger Sub or any of its Subsidiaries, their Representatives in writing expressly for inclusion therein. The information supplied or with respect to other information be supplied by the Company specifically or its Representatives for inclusion in the proxy statement/prospectus included in the Form S-4 (the “Proxy Statement/Prospectus”) will not, shall occur which is required to be described in an amendment of, or a supplement to, at the time the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated /Prospectus is first mailed to the stockholders of the Company. All documents that Company and at the time of any meeting of Company is responsible for filing with the SEC stockholders to be held in connection with the transactions contemplated hereinMerger, including contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Schedule 14D-9 statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by IAC, NewCo, Merger Sub or their Representatives in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement, insofar as it relates /Prospectus (solely with respect to the portion thereof relating to the Company or its Subsidiaries or other Stockholders’ Meeting but excluding any portion thereof based on information supplied by the Company specifically IAC, NewCo, Merger Sub or their Representatives in writing expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding Securities Act and the foregoing, Exchange Act and the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations promulgated thereunder.

Information Supplied. None of The information relating to the information supplied or Company and its Subsidiaries to be supplied by contained in the joint proxy statement in preliminary and definitive form relating to the Company specifically for inclusion or incorporation by reference Special Meeting and the Parent Special Meeting, which will be used as a prospectus of Parent with respect to the Parent Stock issuable in the First Merger (together with any amendments or supplements thereto, the “Joint Proxy Statement willStatement/Prospectus”), and the registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Stock in the First Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form S-4”) will not, on the date it the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the holders stockholders of the Company Common Stock and Parent or at the date time the Form S-4 (and any amendment or supplement thereto) is declared effective or at the time of the related stockholder meeting (the "Meeting Date")Company Special 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 to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the The Joint Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity /Prospectus (other than the SEC portions thereof relating solely to the meeting of the shareholders of Parent) will comply in all material respects as to form with the provisions requirements of applicable law as the Exchange Act and the rules and regulations promulgated thereunder. If an Irish Prospectus is required under Irish Prospectus Law, the information relating to the information Company and its Subsidiaries to be contained in the Irish Prospectus will not, on the date the Irish Prospectus (and any amendment or supplement thereto) is first made available to the public in accordance with the Irish Prospectus Regulations, contain any untrue statement of any material fact or omit to state any material fact required to be contained 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. Notwithstanding the foregoingforegoing provisions of this Section 3.12, the Company makes no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the information supplied Joint Proxy Statement/Prospectus, the Form S-4 or to be (if applicable) the Irish Prospectus which were not supplied by Parent or Sub for inclusion in on behalf of the Proxy StatementCompany.

Information Supplied. None of the information supplied or to be supplied by the Parent, Merger Sub or the Company specifically (excluding information provided by the Special Committee) for inclusion or incorporation by reference in (a) the Proxy Registration Statement willat the time the Registration Statement is filed with the SEC, on the date at any time it is first mailed to the holders of the Company Common Stock amended or at the date of time it becomes effective under the related stockholder meeting (the "Meeting Date")Securities Act, contains or will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (b) the Schedule 13E-3 at the time the Schedule 13E-3 is filed with the SEC, at any time it is amended or at the date and time of commencement of the Special Meeting, contains or will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading and (c) the Proxy Statement/Prospectus, the Schedule 13E-3 and the Registration Statement, on the date it is first mailed to the Company's stockholders or at the time of the Special Meeting, contains or will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the The Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to/Prospectus, the Proxy Statement, such event shall be so described, Schedule 13E-3 and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC Registration Statement will in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will all material respects comply as to form, in all material respects, form with the provisions requirements of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than promulgated by the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained thereinthereunder. Notwithstanding the foregoing, the Company makes no representation or warranty is made by the Parent or Merger Sub with respect to statements or omissions made or incorporated by reference in the information supplied Registration Statement or to be supplied by Parent or Sub for inclusion in the Proxy Statement/Prospectus based on information supplied by the Special Committee for inclusion or incorporation by reference therein.

Information Supplied. None Each of Xxxxxx and NYCB agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by the Company specifically it for inclusion or incorporation by reference in (a) the Proxy Registration Statement will, on the date it is first mailed to the holders of the Company Common Stock or at the date of time the related stockholder meeting (Registration Statement and each amendment and supplement thereto, if any, become effective under the "Meeting Date")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 thereintherein not misleading, and (b) the Joint Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to stockholders and at the times of the Xxxxxx Meeting and the NYCB Meeting, will contain any statement which, in light of the circumstances under which they are such statement is made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not misleadingfalse or misleading or necessary to correct any statement in any earlier statement in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto. If, at any time Each of Xxxxxx and NYCB further agrees that if it shall become aware prior to the Meeting Date, Effective Time of any event information furnished by it that would cause any of the statements in the Joint Proxy Statement/Prospectus or the Registration Statement to be false or misleading with respect to the Company or any of its Subsidiariesmaterial fact, or with respect to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other information supplied by party thereof and to take the Company specifically for inclusion in necessary steps to correct the Joint Party Statement/Prospectus or the Registration Statement. Neither the Joint Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, /Prospectus nor the Proxy Statement, such event Registration Statement shall be so describedfiled, and such and, prior to the termination of this Plan, no amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement shall be promptly filed filed, by NYCB or Xxxxxx without consultation with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or other party and its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementcounsel.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the Proxy Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "FORM S-4") will, on at the date it time the Form S-4 is first mailed filed with the SEC and at the time the Form S-4, as amended or supplemented, 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; (b) the proxy statement relating to the holders meetings of Company and Parent stockholders to be held in connection with the Company Common Stock or Merger (the "PROXY STATEMENT") will, at the date mailed to stockholders of Company and Parent, and at the time of the related stockholder meeting (of stockholders of Company and Parent to be held in connection with the "Meeting Date")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, therein in light of the circumstances under which they are made, made not misleading. If, at any time prior misleading and (c) the Registration Statement on Form S-1 (the "FORM S-1") to be filed with the Meeting Date, any event SEC by Parent with respect to the Company or any of its SubsidiariesPublic Offering (as defined in Section 4.4) will, or with respect to other information supplied by at the Company specifically for inclusion in time the Proxy Statement, shall occur which Form S-1 is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC andand at the time the Form S-1, as amended or supplemented, 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 based upon information furnished by lawor on behalf of Company and Company's majority stockholder, disseminated to The Second Cup Ltd., a corporation organized under the stockholders laws of the CompanyOntario, Canada ("SECOND CUP"). All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by meeting of Company's stockholders to vote on the Company specifically for inclusion therein, Merger will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law the Exchange Act and the rules and regulations thereunder, and the Form S-4 and the Form S-1 (to the extent that the Form S-1 contains information furnished by or on behalf of Company and Second Cup) will comply as to form in all material respects with the information required to be contained therein. Notwithstanding provisions of the foregoing, Securities Act and the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statementrules and regulations thereunder.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically Rowan for inclusion or incorporation by reference in the Proxy Registration Statement will, on provided for in Section 5.18(d) to be filed by Ensco in connection with the date it is first mailed to the holders issuance of the Company Common Stock or New Ensco Shares in the Transaction shall not, at the date of time the related stockholder meeting (Registration Statement is declared effective by the "Meeting Date")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 Meeting Date, any event except that no representation or warranty is made by Rowan with respect to the Company statements made or any of its Subsidiaries, or with respect to other incorporated by reference therein based on information supplied by the Company specifically Ensco in writing expressly for inclusion therein. The information supplied or to be supplied by Rowan for inclusion in the Proxy StatementStatement (including, shall occur which for the avoidance of any doubt, the Scheme Document) will not, at the time the Proxy Statement is required first mailed to the Ensco Shareholders and at the time of the Ensco Shareholder Meeting, the Scheme Meeting and the Rxxxx XX to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC held in connection with the transactions contemplated hereinTransaction, including contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Schedule 14D-9 statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or the Proxy Statement, insofar as it relates warranty is made by Rowan with respect to the Company statements made or its Subsidiaries or other incorporated by reference therein based on information supplied by Ensco in writing expressly for inclusion therein. The Registration Statement and the Company specifically Proxy Statement (solely with respect to the portion thereof relating to the Rxxxx XX but excluding any portion thereof based on information supplied by Ensco in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Rowan) will comply as to form, form in all material respects, respects with the provisions of the Securities Act, Act and the Exchange Act or and the rules and regulations thereunder, promulgated thereunder and each such document required to be filed with any Governmental Entity other than applicable provisions of the SEC Companies Act and the Scheme Document will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy StatementCompanies Act.

Information Supplied. None of the information supplied or to be supplied by the Company specifically in writing for inclusion or incorporation by reference in (i) the Proxy Statement registration statement on Form S-4 to be filed with the SEC by AGT in connection with the issuance of shares of AGT Common Stock in the Merger (the "S-4") will, on at the time the S-4 is filed with the SEC and at the time it becomes effective under A-7 12 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 proxy statement relating to the meetings of the Company's stockholders and AGT's stockholders to be held in connection with the Merger (the "Joint Proxy Statement") will, at the date it is first mailed to the holders stockholders of the Company Common Stock or and AGT and at the date times of the related stockholder meeting (meetings of stockholders of the "Meeting Date")Company and AGT to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Meeting DateEffective Time, any event with respect to the Company Company, its officers and directors or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement, the Company shall promptly so advise AGT and such event shall be so described, and such amendment or supplement (which AGT and the Company shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Joint Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by meeting of the Company specifically for inclusion thereinCompany's stockholders to vote on the Merger, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained thereinExchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy StatementSection 3.6.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement will, on at the date it is first mailed to the holders shareholders of the Company Common Stock and of Parent, at the time of the Company Shareholders Meeting and the Parent Shareholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the date of the related stockholder meeting (the "Meeting Date")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 Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including to the Schedule 14D-9 or the Proxy Statement, insofar as it relates extent relating to the Company or any of its Subsidiaries or other information supplied by or on behalf of the Company specifically or any of its Subsidiaries for inclusion therein, will comply as to form, form in all material respects, respects with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunderSecurities Act, as applicable and each such document required to be filed with any Governmental Entity Authority (other than the SEC SEC) in connection with the transactions contemplated herein will comply in all material respects with the provisions of any applicable law Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes 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 based on information supplied or to be supplied by Parent or Merger Sub specifically for inclusion in the Proxy Statement.or incorporation by reference therein. [AGREEMENT AND PLAN OF MERGER]

Information Supplied. None of the information supplied or to be supplied by the Company Lucent specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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 (ii) the Ascend Proxy Statement will, on at the date it is first mailed to the holders of the Company Common Stock Ascend's stockholders or at the date time of the related stockholder meeting (the "Meeting Date")Ascend 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 Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, The Form S-4 will comply as to form, form in all material respects, respects with the provisions requirements of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes except that no representation or warranty is made by Lucent with respect to the statements made or incorporated by reference therein based on information supplied or to be supplied by Parent or Sub Ascend specifically for inclusion or incorporation by reference in the Proxy Statement.Form S-4. (f) Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the Option Agreement or the transactions contemplated hereby or thereby and except as disclosed in the Lucent SEC Documents filed and publicly available prior to the date of this Agreement (the "Lucent Filed SEC Documents"), since September 30, 1998, Lucent and its subsidiaries have conducted their business only in the ordinary course, and there has not been (1) any material adverse change in Lucent, (2) except insofar as may have been or required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by Lucent materially affecting its assets, liabilities or business or (3) any tax election that individually or in the aggregate is reasonably likely to have a material adverse effect on Lucent or any of its tax attributes or any settlement or compromise of any material income tax liability. (g)

Information Supplied. None of the information supplied relating to REIT I or to be supplied any REIT I Subsidiary contained or incorporated by reference in the Company specifically Joint Proxy Statement or the Form S-4 or that is provided by REIT I or any REIT I Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Proxy Statement will, on transactions contemplated by this Agreement will (a) in the date it is first mailed to the holders case of the Company Common Stock Joint Proxy Statement, at the time of the initial mailing thereof, at the time of the REIT I Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the date 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 related stockholder meeting circumstances under which they are made, not misleading, or (b) in the "Meeting Date")case of the Form S-4 or with respect to any other document to be filed by REIT I with the SEC in connection with the REIT 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 the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company REIT I is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or extent relating to REIT I, its officers, directors and partners and the REIT I Subsidiaries (or other information supplied by the Company specifically or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC ) will comply in all material respects with the provisions applicable requirements of applicable law the Securities Act and the Exchange Act; provided that no representation is made as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation statements made or warranty with respect to the information supplied incorporated by reference by or to be supplied by Parent on behalf of REIT II or Sub for inclusion in the Proxy StatementMerger Sub.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock as required by the terms of this Agreement pursuant to the Merger (the "S-4"), at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, will 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 proxy statement relating to the Company Stockholder Meeting to be held in connection with the Merger (the "Proxy Statement Statement") will, on at the date it is first mailed to stockholders and at the holders time of the Company Common Stock or at the date of the related stockholder meeting (the "Meeting Date")Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Meeting Date, Effective Time any event with in respect to of the Company Company, its officers and directors or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by lawLaw, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the The Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion thereinStockholder Meeting, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply form in all material respects with the provisions of applicable law as to the information required to be contained thereinExchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no No representation or warranty is made under this Section 3.7 with respect to any statements made or incorporated by reference in the S-4 or the Proxy Statement based on information supplied or to be supplied by Parent or Merger Sub specifically for inclusion in the Proxy Statementor incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Proxy Statement will, on the date it is first mailed to the holders of the Company Common Stock or at on the date of the related stockholder meeting (the "Meeting Date") of the related stockholders meeting (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 therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Meeting Date, any event with respect to the Company or any of its SubsidiariesCompany, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required described by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including to the Schedule 14D-9 or the Proxy Statement, insofar as it relates extent relating to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to (i) the information supplied or to be supplied by Parent or Sub Newco for inclusion in the Proxy StatementStatement or (ii) any projections, forward-looking statements or similar information provided to Newco that are not of an historical nature, except that, in the case of clause (ii), the Company has prepared such projections or statements in good faith based upon assumptions the Company believed to be reasonable in light of the circumstances existing at the time such projections were made.

Information Supplied. None of the information supplied or to be supplied by the Company Ascend specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Lucent in connection with the issuance of Lucent Common Stock in the Merger (the "Form S-4") will, at the time 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 (ii) the Ascend Proxy Statement will, on at the date it is first mailed to the holders of the Company Common Stock Ascend's stockholders or at the date time of the related stockholder meeting (the "Meeting Date")Ascend 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 Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the The Ascend Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, Statement will comply as to form, form in all material respects, respects with the provisions requirements of the Securities Act, the Exchange Act or and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes except that no representation or warranty is made by Ascend with respect to the statements made or incorporated by reference therein based on information supplied or to be supplied by Parent or Sub Lucent specifically for inclusion or incorporation by reference in the Ascend Proxy Statement.. (g) Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the Option Agreement or the transactions contemplated hereby or thereby and except as disclosed in the Ascend SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date of this Agreement, the "Ascend Filed SEC Documents"), since September 30, 1998, Ascend and its subsidiaries have conducted their business only in the ordinary course, and there has not been (1) any material adverse change (as defined in Section 8.03) in Ascend, (2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Ascend's capital stock, (3) any split, combination or reclassification of any of Ascend's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Ascend's capital stock, except for issuances of Ascend Common Stock upon the exercise of Ascend Stock Options under the Ascend Stock Plans, in each case awarded prior to the date hereof in accordance with their present terms, (4) (A) any granting by Ascend or any of its subsidiaries to any current or former director, executive officer or other key employee of Ascend or its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in cash compensation in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Ascend Filed SEC Documents, (B) any granting by Ascend or any of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, except in the ordinary course of business consistent with past practice, (C) any entry by Ascend or any of its subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, or (D) any amendment to, or modification of, any Ascend Stock Option, (5) except insofar as may have been required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by Ascend materially affecting its assets, liabilities or business or (6) any tax election that individually or in the aggregate is reasonably likely to have a material adverse effect on Ascend or any of its tax attributes or any settlement or compromise of any material income tax liability. (h)