Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by the Parent Parties for inclusion or incorporation by reference in (a) the Registration Statement shall, at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the The information supplied or to be supplied by the Parent Parties or Merger Sub for inclusion or incorporation by reference in (a) the Registration Statement shall, Form S-4 shall not at the time such Registration Statement becomes the Form S-4 is declared effective under by the Securities Act, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein not misleading based on information supplied by or (b) on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus willto be sent to the stockholders of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall not, at on the date it the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and to stockholders or the shareholders of Parent and or at the time of the Company Stockholders Meeting and Meeting, or at the time of the 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; provided, however, except that, in the case of clause (a) and (b)each case, no representation or warranty is made by the Parent Parties or Merger Sub with respect to the statements made therein based on information supplied by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties for inclusion or incorporation by reference in (a) the Registration Statement shall, at the time such Registration Statement becomes effective under the Securities Act, contain The Offering Documents and any untrue statement of a material fact or omit to state any material fact required other documents to be stated therein filed by the Company with the SEC or necessary any other Governmental or Regulatory Authority in order connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus willOffering Documents, at the date it is they are first mailed published, sent or given to the stockholders holders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingOld Notes, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and (b), except that no representation is made by the Parent Parties Company with respect to the statements made therein based on information supplied in writing by or on behalf of any Holder expressly for inclusion therein and information incorporated by reference therein from documents filed by any of Holder with the SEC. Any such other documents filed by the Company Parties specifically for inclusion with the SEC under the Exchange Act or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement TIA will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and and/or the Securities Act, respectively, and TIA. (b) Neither the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied or to be supplied in writing by any or on behalf of the Company Parties specifically for inclusion or incorporation inclusion, nor the information incorporated by reference from documents filed by the Company with the SEC, in any documents to be filed by a Holder with the SEC or any other Governmental or Regulatory Authority in connection with the Offer and the other transactions contemplated hereby will on the date of its filing contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Information Supplied. None of the information supplied or to be supplied provided by the Parent Parties Company for inclusion or incorporation by reference in (a) the Registration Statement shallregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement/Prospectus will”) will not, at the date it is first mailed to the Company’s stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided, however, that, in . The Proxy Statement and the case of clause Form S-4 (a) and (b), no representation is made by the Parent Parties solely with respect to the statements made therein portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by any of the Company Parties specifically Parent or Merger Sub for inclusion or incorporation by reference therein. Subject , with respect to which no representation is made by the accuracy Company or any of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations promulgated thereunder; provided. Notwithstanding the foregoing provisions of this Section 3.12, however, that no representation or warranty is made by the Parent Parties Company with respect to the information or statements made therein based on information or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinCompany.

Information Supplied. None of the The information supplied or to be supplied by the Parent Parties Company in writing specifically for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 shall not, at the time such Registration Statement becomes the Form S-4 is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to 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, except that, in each case, no representation or warranty is made by the Company with respect to statements made therein not misleading based on information supplied by or (b) on behalf of Parent or Merger Sub specifically for inclusion in the Form S-4. The information to be supplied by the Company in writing specifically for inclusion in the Joint Proxy Statement/Prospectus willto be sent to the stockholders of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall not, at on the date it the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and to stockholders or the shareholders of Parent and or at the time of the Company Stockholders Meeting and Meeting, or at the time of the 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; provided, however, except that, in the case of clause (a) and (b)each case, no representation or warranty is made by the Parent Parties Company with respect to the statements made therein based on information supplied by any or on behalf of the Company Parties Parent or Merger Sub specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Parent Company Parties for inclusion or incorporation by reference in (a) a registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Class A Common Stock issuable in the Initial Company Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement Statement”) shall, at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to the stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Company Parties with respect to the statements made therein based on information supplied by any of the Company Parent Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.85.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Company Parties with respect to the statements made therein based on information supplied by any of the Company Parent Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information supplied or to be supplied by the Parent Parties for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4, and any amendments or supplements thereto, will, at the time such Registration Statement it becomes effective under the Securities Act, contain any untrue statement of a material fact Act or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement The Form S-4 will comply as to form in all material respects with, as applicable, with the provisions requirements of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, except that no representation is made by the Parent Parties with respect to the statements made or incorporated by reference therein based on information supplied by any of the Company Parties specifically in writing for inclusion or incorporation by reference therein. (b) None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto will, at the date it is first mailed to the Company's Stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be included in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) As of the opening of business on August 8, 2005, to the knowledge of Parent, Parent has delivered to the Company true and correct copies of all letters in its possession from Parent's trade customers, retail buying groups and retail dealer associations regarding Parent's proposed acquisition of the Company. As of the opening of business on August 8, 2005 and except as previously disclosed to the Company, Parent has no knowledge of any opposition of Parent's proposed acquisition of the Company by any trade customers, retail buying groups or retail dealer associations contacted by Parent in connection with the Merger.

Information Supplied. None of the information supplied provided in writing by Parent or to be supplied by the Parent Parties its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 will, at the time such Registration Statement the Form S-4 is filed with the SEC and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading or (b) the Joint Proxy Combined Consent Statement/Prospectus will, at on the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingPartnership’s unitholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that, in . The Combined Consent Statement/Prospectus and the case of clause Form S-4 (a) and (b), no representation is made by the Parent Parties solely with respect to the statements made therein portion thereof based on information supplied by any of the Company Parties specifically Parent or its Subsidiaries for inclusion or incorporation by reference therein. Subject to the accuracy , but excluding any portion thereof based on information supplied by or on behalf of the first sentence Partnership, its Subsidiaries or the Conflicts Committee for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 4.12, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties with respect to the information or statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation incorporated by reference thereinin the Form S-4 or the Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on behalf of Parent.

Information Supplied. None of the information supplied provided in writing by Parent or to be supplied by the Parent Parties its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 will, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at on the date it is first mailed to the Company’s stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided, however, that, in . The Proxy Statement/Prospectus and the case of clause Form S-4 (a) and (b), no representation is made by the Parent Parties solely with respect to the statements made therein portion thereof based on information supplied by any of the Company Parties specifically Parent or its Subsidiaries for inclusion or incorporation by reference therein. Subject , but excluding any portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to the accuracy which no representation is made by Parent or any of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 4.12, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties with respect to the information or statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation incorporated by reference thereinin the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of Parent.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties or Sub for inclusion or incorporation by reference in (ai) the Registration Statement shallForm S-4 will, at the time such Registration Statement 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 in order to make the statements therein not misleading misleading, or (bii) the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to the Company's stockholders of the Company and to or Parent's stockholders of Parent and or at the time of the Company Stockholders Meeting and or the 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; provided. 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, however, that, in the case of clause (a) and (b), except that no representation is made by the Parent Parties or Sub with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion therein or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the The Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, except that no representation is made by the Parent Parties with respect to the statements made or incorporated by reference therein based on information supplied by any of the Company Parties specifically in writing for inclusion or incorporation by reference thereinin the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied provided in writing by the Parent Parties Company specifically for inclusion or incorporation by reference in (a) the Registration Statement shallregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint proxy statement/prospectus relating to the Company Stockholders’ Meeting (the “Proxy Statement/Prospectus Prospectus”) will, at on the date it is first mailed to the Company’s stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided, however, that, in . The Proxy Statement/Prospectus and the case of clause Form S-4 (a) and (b), no representation is made by the Parent Parties solely with respect to the statements made therein portion thereof relating to the Company Stockholders’ Meeting, but excluding any portion thereof based on information supplied by any of the Company Parties specifically Parent or Merger Sub for inclusion or incorporation by reference therein. Subject , with respect to which no representation is made by the accuracy Company or any of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties Company with respect to the information or statements made therein based or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on information supplied by any behalf of the Company Parties specifically for inclusion or incorporation by reference thereinCompany.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement Statement”) shall, at the time such 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 therein therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement/Prospectus willStatement shall, at the date it is first mailed to the stockholders of the Company Stockholders and to stockholders of Parent Stockholders and at the time of the Company Stockholders Meeting and the 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; provided, however, that, in the case of clause (a) and (b), that no representation is made by the Parent Parties Company with respect to the statements made therein based on information (i) supplied by any of the Company Parties Parent or Merger Sub specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information or (ii) not supplied by any or on behalf of the Company Parties specifically for inclusion and not obtained from or incorporation incorporated by reference thereinto the Company’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied provided in writing by the Parent Parties Partnership or the General Partner specifically for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Units in the LP Merger and in which the Combined Consent Statement/Prospectus will be included as a prospectus (including any amendments or supplements, the “Form S-4”) will, at the time such Registration Statement the Form S-4 is filed with the SEC and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading or (b) the Joint Proxy Combined Consent Statement/Prospectus will, at on the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingPartnership’s unitholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that, in . The Combined Consent Statement/Prospectus and the case of clause Form S-4 (a) and (b), no representation is made by the Parent Parties solely with respect to the statements made therein portion thereof based on information supplied by the Partnership or the General Partner or any of the Company Parties specifically their respective Subsidiaries for inclusion or incorporation by reference therein. Subject , but excluding any portion thereof based on information supplied by or on behalf of Parent or the Merger Subs for inclusion or incorporation by reference therein, with respect to which no representation is made by the accuracy Partnership or any of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties Partnership with respect to the information or statements made therein based or incorporated by reference in the Form S-4 or the Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on information supplied by any behalf of the Company Parties specifically for inclusion Partnership or incorporation by reference thereinthe General Partner.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent Company Parties for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus will (a) in the Registration Statement shallcase of the Form S-4, at the time such Registration Statement becomes document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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; provided, however, that, or (b) in the case of clause (a) and (b)the Proxy Statement/Prospectus, no representation on the date such Proxy Statement/Prospectus is made by first mailed to the Company’s stockholders or Parent’s stockholders or at the time of the Company Stockholder Meeting or at the Parent Parties Stockholder Meeting or at the time that the Form S-4 is declared effective or at the Company Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (with respect to the statements made therein based on information supplied by any of Company, its directors and officers and the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will Subsidiaries) comply as to form in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no Laws. No representation or warranty is made by the Parent Parties with respect hereunder as to the statements made therein based on information or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinthe Partnership.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties AREP Oil & Gas or IPO Co. in writing for inclusion or incorporation by reference in to (ai) the Registration Statement shall, S-4 will at the time such Registration Statement the S-4 is filed with the SEC and at the time it becomes effective under the Securities ActAct 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 Information Statement will at the date mailed 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 misleading, or (biii) the Joint Proxy Statement/Prospectus will, S-1 will at the date it time the S-1 is first mailed to filed with the stockholders of the Company and to stockholders of Parent SEC and at the time of it becomes effective under the Company Stockholders Meeting and the Parent Stockholders Meeting, 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, therein not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus The S-4 and the Registration Statement S-1 will comply as to form in all material respects with, as applicable, with the provisions of the Exchange Securities Act and the Securities Act, respectively, and the rules and regulations thereunder; provided. Notwithstanding the foregoing, howevernone of AREP Oil & Gas or IPO Co. makes any representation, that no representation is made by the Parent Parties warranty or covenant with respect to the statements made therein based on any information supplied or required to be supplied by the Company that is contained in or omitted from any of the Company Parties specifically for inclusion or incorporation by reference thereinforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company for inclusion or incorporation by reference in (a) the Registration Statement shallon 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 "S-4") will, at the time such Registration Statement the S-4 becomes effective under the Securities ActAct 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 not misleading misleading, and none of the information supplied or (b) to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and or Parent, as the case may be, or at the time of the Company Stockholders Meeting and meeting of such stockholders to be held in connection with the Parent Stockholders MeetingMerger 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; provided. If at any time prior to the Effective Time, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties any event with respect to the statements made therein based on Company or any of its Subsidiaries, or with respect to other information supplied by any of the Company Parties specifically for inclusion in the Joint Proxy Statement or incorporation by reference therein. Subject S-4, shall occur which is required to the accuracy of the first sentence of Section 4.8be described in an amendment of, or a supplement to, the Joint Proxy Statement 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 Company. The Joint Proxy Statement/Prospectus and , insofar as it relates to the Registration Statement Company or the other Subsidiaries of the Company or other information supplied by the Company for inclusion therein, will comply as to form in all material respects with, as applicable, with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company expressly for inclusion or incorporation by reference in (a) any report, form, registration or other filing made with any Governmental Authority with respect to the Registration Statement shall, at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus transactions contemplated by this Agreement and/or ancillary document contemplated thereto will, at the date it is first mailed to of filing or mailing, or any amendment thereto, as the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, misleading (subject to the qualifications and limitations set forth in the case of clause (a) and (b), no representation is made materials provided by the Parent Parties with respect to Company and the statements made therein based on Company Subsidiaries or that is included in the SEC filings or mailings). None of the information supplied or to be supplied by any of the Company Parties specifically and the Company Subsidiaries expressly for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of 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 the Company Parties specifically for inclusion and the Company Subsidiaries or incorporation by reference thereinthat is included in the Ancillary Public Disclosures).

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Pubco, SPAC Merger Sub or Company Merger Sub in writing expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions; (b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) the Registration Statement shallthrough (c), at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at when filed, made available, mailed or distributed, as the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, in . None of the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied or to be supplied by any of the Pubco, SPAC Merger Sub or Company Parties specifically Merger Sub expressly for inclusion or incorporation by reference therein. Subject to the accuracy in any of the first sentence of Section 4.8Signing Press Release, the Joint Proxy Statement/Prospectus Signing Filing, the Closing Filing and the Registration Statement will comply as to form in all material respects withClosing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the provisions statements therein, in light of the Exchange Act and circumstances under which they are made, not misleading. Notwithstanding the Securities Actforegoing, respectivelynone of Pubco, and the rules and regulations thereunder; providedSPAC Merger Sub or Company Merger Sub makes any representation, however, that no representation is made by the Parent Parties warranty or covenant with respect to the statements made therein based on any information supplied by or on behalf of SPAC, the Company or any of the Company Parties specifically for inclusion or incorporation by reference thereintheir respective Affiliates.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties CTWS for inclusion or incorporation by reference in (ai) the Registration Statement shallForm S-4 will, at the time such Registration Statement becomes the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (bii) the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to the each of SJW’s stockholders of the Company and to stockholders of Parent and CTWS’s shareholders or at the time of each of the Company SJW Stockholders Meeting and the Parent Stockholders CTWS 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; provided. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act, however, that, in the case of clause (a) and (b), except that no representation is made by the Parent Parties CTWS with respect to the statements made or incorporated by reference therein based on information supplied by any of the Company Parties specifically SJW or Merger Sub for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the The Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, except that no representation is made by the Parent Parties CTWS with respect to the statements made or incorporated by reference therein based on information supplied by any of the Company Parties specifically SJW or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied provided by the Parent Parties Company for inclusion or incorporation by reference in (a) the Registration Statement shallregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Series B Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement/Prospectus will”) will not, at the date it is first mailed to the Company’s stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided, however, that, in . The Proxy Statement and the case of clause Form S-4 (a) and (b), no representation is made by the Parent Parties solely with respect to the statements made therein portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by any of the Company Parties specifically Parent or Merger Sub for inclusion or incorporation by reference therein. Subject , with respect to which no representation is made by the accuracy Company or any of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations promulgated thereunder; provided. Notwithstanding the foregoing provisions of this Section 3.12, however, that no representation or warranty is made by the Parent Parties Company with respect to the information or statements made therein based on information or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinCompany.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties or on behalf of Colonial and Colonial LP in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement will (a) in the Registration Statement shallcase of the Form S-4, at the time such Registration Statement 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 therein, in light of the circumstances under which they are made, not misleading misleading, or (b) in the case of the Joint Proxy Statement/Prospectus will, at the date it time such Joint Proxy Statement is first mailed to the stockholders of the Company and to stockholders of Parent and Colonial’s shareholders or at the time of the Company Stockholders Meeting Colonial Shareholder 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. The Form S-4 and the Parent Stockholders MeetingJoint Proxy Statement will (with respect to Colonial, its officers and directors and the Colonial Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of Colonial or Colonial LP. None of the information supplied or to be supplied by or on behalf of Colonial or Colonial LP in writing for inclusion in the MAA Consent Solicitation will, at the time of the mailing thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties with respect hereunder as to the statements made therein based on information in the MAA Consent Solicitation that were not supplied by any or on behalf of the Company Parties specifically for inclusion Colonial or incorporation by reference thereinColonial LP.

Information Supplied. None of the information supplied relating to the Company, Company LP or to be the Company Subsidiaries contained in the Proxy Statement or supplied by the Parent Parties Company for inclusion or incorporation by reference in the Proxy Statement or any other document to be filed with the SEC or any other Governmental Authority in connection with the transactions contemplated by this Agreement ( “Other Filings”) will (a) in the Registration Statement shall, at case of the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the mailing thereof or at the time the Company Stockholders Shareholder Meeting and is to be held or at the Parent Stockholders Meetingtime of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and or (b), no representation is made by the Parent Parties ) with respect to the statements made therein based on information supplied by any Other Filings, at the time of the Company Parties specifically for inclusion filing thereof with the SEC, contain any untrue statement of a material fact or incorporation by reference omit to state any material fact required to be stated therein or necessary in order to make the statements therein. Subject to the accuracy , in light of the first sentence of Section 4.8circumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with this Agreement, the Joint Proxy Statement/Prospectus and Mergers or the Registration Statement other transactions contemplated hereby will comply as to form and substance in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Securities Act and the Securities Exchange Act, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties hereunder with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation incorporated by reference thereinin the Proxy Statement by, or with respect to, Parent.

Information Supplied. None Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents 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 information supplied or to be supplied by Exchange Act and any other applicable Law; and the Parent Parties for inclusion or incorporation by reference in (a) the Registration Statement shallOffer Documents will not, at the time such Registration Statement becomes effective under respective times they are filed with the Securities ActSEC or published, contain any untrue statement of a material fact sent or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed given to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingCompany'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; provided, however, that, in . Notwithstanding the case of clause (a) and (b)foregoing, no representation or warranty is hereby made by Parent or Sub with respect to any information supplied by the Parent Parties Company in writing for inclusion in, or with respect to the statements made therein based on Company information derived from the Company's public SEC filings which is included or incorporated by reference in, the Offer Documents. None of the information supplied or to be supplied by any of the Company Parties specifically USX, Parent or Sub for inclusion or incorporation by reference therein. Subject in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the accuracy 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, in light of the first sentence of Section 4.8circumstances under which they are made, not misleading. If any time prior to the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties Effective Time any event with respect to the statements made therein based on Parent or Sub, or with respect to any information supplied by any of the Company Parties specifically USX, Parent or Sub for inclusion in the Schedule 14D-9 or incorporation by reference thereinthe 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 event to the Company.

Information Supplied. (a) None of the information supplied or to be supplied in writing by or on behalf of the Parent Parties Company or any Company Subsidiary for inclusion or incorporation by reference in (ai) the Registration Statement shallForm S-4 will, at the time such Registration Statement becomes document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective under by the Securities ActSEC, contain any untrue statement of 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 misleading, or (bii) the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to the stockholders holders of the Company Common Shares and to stockholders the holders of the Parent and Common Shares, at the time of the Company Stockholders Shareholder Meeting and the Parent Stockholders Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading; provided. All documents that the Company is responsible for filing with the SEC in connection with this Agreement, howeverthe Merger and the other transactions contemplated hereby, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on extent relating to the Company or any Company Subsidiary or other information supplied by any or on behalf of the Company Parties specifically or any Company Subsidiary for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form form, in all material respects withrespects, as applicable, with the provisions of the Securities Act or Exchange Act and the Securities Act, respectivelyas applicable. (b) Notwithstanding anything to the contrary in this Section 4.12, and the rules and regulations thereunder; provided, however, that Company makes no representation is made by the Parent Parties or warranty with respect to the statements made therein or incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based on upon information supplied by any of to the Company Parties specifically for inclusion by or incorporation by reference thereinon behalf of Parent.

Information Supplied. None of the information supplied or to be supplied provided in writing by the Parent Parties Company specifically for inclusion or incorporation by reference in (a) the Registration Statement shallregistration statement on Form S-4 to be filed with the SEC by ETP in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint proxy statement/prospectus relating to the Shareholders’ Meeting (the “Proxy Statement/Prospectus Prospectus”) will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent Company’s shareholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that, in . The Proxy Statement/Prospectus and the case of clause Form S-4 (a) and (b), no representation is made by the Parent Parties solely with respect to the statements made therein portion thereof relating to the Shareholders’ Meeting but excluding any portion thereof based on information supplied by any of the Company Parties specifically ETP or Merger Sub for inclusion or incorporation by reference therein. Subject , with respect to which no representation is made by the accuracy Company or any of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties Company with respect to the information or statements made therein based or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on information supplied by any behalf of the Company Parties specifically for inclusion or incorporation by reference thereinCompany.

Information Supplied. None of the The information supplied or to be supplied by the Parent Parties for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 shall not, at the time such Registration Statement becomes the Form S-4 is declared effective under by 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 or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and (b), except that no representation or warranty is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically in writing expressly for inclusion or incorporation by reference therein. Subject The information supplied or to be supplied by Parent for inclusion in the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus shall not, at the time the Proxy Statement/Prospectus is first mailed to the shareholders of the Company and at the time of any meeting of Company shareholders 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, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by the Company in writing expressly for inclusion therein. The Form S-4 and the Registration Statement Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by Parent for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Parent) will comply as to form in all material respects with, as applicable, with the provisions of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations promulgated thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the The information supplied or to be supplied by the Parent Parties Company in writing expressly for inclusion or incorporation in the registration statement on Form S-4 to be filed by reference Parent in connection with the issuance of shares of Parent Common Stock in the Merger (athe "Form S-4") the Registration Statement shallshall not, at the time such Registration Statement becomes the Form S-4 is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to 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 Company with respect to statements made or incorporated by reference therein not misleading based on information supplied by any Parent Entity in writing expressly for inclusion therein. The information supplied or to be supplied by Company in writing expressly for inclusion in the joint proxy statement/prospectus (bthe "Proxy Statement/Prospectus") relating to the Joint Company Stockholder Meeting included in the Form S-4 will not, at the time the Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent Company, and at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided, however, that, in the case of clause (a) and (b), except that no representation or warranty is made by the Parent Parties Company with respect to the statements made or incorporated by reference therein based on information supplied by any of the Company Parties specifically Parent in writing expressly for inclusion or incorporation by reference therein. Subject to The Form S-4 and the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and (solely with respect to the Registration Statement portion thereof based on information supplied or to be supplied by Company in writing expressly for inclusion therein but excluding any portion thereof based on information supplied by Parent in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Company) will comply as to form in all material respects with, as applicable, with the provisions of the Exchange Securities Act and the Securities Exchange Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties CPA16 or Merger Sub in writing for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4, at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus willor in any materials to be delivered by CPA16 or Merger Sub to potential financing sources in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the date time it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingbecomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that, (b) in the case of clause (a) and (b)the Joint Proxy Statement/Prospectus, no representation at the time of the mailing thereof or at the time the CPA16 Stockholder Meeting is made by the Parent Parties with respect to be held, contain any untrue statement 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 based on not misleading or (c) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, at the date such information supplied by is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Company Parties specifically for inclusion or incorporation by reference thereinstatements therein not misleading. Subject to the accuracy of the first sentence of Section 4.8, The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to CPA16, its officers and directors and the Registration Statement will CPA16 Subsidiaries) comply as to form in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Securities Act and the Securities Exchange Act, respectively, and the rules and regulations thereunder; provided, however, provided that no representation is made by the Parent Parties with respect as to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation incorporated by reference thereinby CPA14.

Information Supplied. None of the information supplied or to be supplied provided in writing by the Parent Parties Company specifically for inclusion or incorporation by reference in (a) the Registration Statement shallregistration statement on Form S-4 to be filed with the SEC by ETP in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint proxy statement/prospectus relating to the Stockholders’ Meeting (the “Proxy Statement/Prospectus Prospectus”) will, at the date it is first mailed to the Company’s stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided, however, that, in . The Proxy Statement/Prospectus and the case of clause Form S-4 (a) and (b), no representation is made by the Parent Parties solely with respect to the statements made therein portion thereof relating to the Stockholders’ Meeting but excluding any portion thereof based on information supplied by any of the Company Parties specifically ETP or Merger Sub for inclusion or incorporation by reference therein. Subject , with respect to which no representation is made by the accuracy Company or any of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties Company with respect to the information or statements made therein based or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on information supplied by any behalf of the Company Parties specifically for inclusion or incorporation by reference thereinCompany.

Information Supplied. (a) None of the information supplied included or to be supplied by the Parent Parties for inclusion or incorporation incorporated by reference in (a) the Company Proxy Statement contained in the Registration Statement shallStatement, at or any other document filed with the time SEC or publicly disseminated in connection with the Merger and the other transactions contemplated by this Agreement (the “Other Filings”), taken as a whole with all other such Registration Statement becomes effective under information will, in the Securities Act, contain any untrue statement case of 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 (b) the Joint Company Proxy Statement/Prospectus will, at the date it is first mailed to the Company’s stockholders of the Company and to stockholders of Parent and or at the time of the Company Stockholders Meeting and or at the Parent Stockholders Meetingtime of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company’s stockholders or at the date it is first 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; provided, however, that, in the case of clause (a) and (b), except that no representation is made by the Parent Parties Company with respect to the statements made or incorporated by reference therein based on information supplied by any Parent or Merger Sub in connection with the preparation of the Registration Statement, the Company Parties specifically Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint The Company Proxy Statement/Prospectus Statement and the Registration Statement Other Filings that are filed by the Company will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and Act. (b) Without limiting the Securities Actforegoing, respectively, and the rules and regulations thereunder; provided, however, that no representation is made information supplied or to be supplied by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference in the Registration Statement will not, at the time that the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Information Supplied. None of the information supplied (or to be supplied supplied) in writing by the Parent Parties or on behalf of RRMS specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent with respect to the issuance of shares of Parent Common Stock in connection with the Merger (as amended or supplemented from time to time, the “Registration Statement shallStatement”) will, at the time such the Registration Statement Statement, 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 therein made therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the Joint proxy statement filed by Parent with the SEC in connection with the Parent Stock Issuance Approval (the “Parent Proxy Statement/Prospectus ”) will, at on the date it is first mailed to the stockholders of the Company and to stockholders of Parent Parent, and at the time of the Company Stockholders Meeting and the Parent Stockholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading; provided. Notwithstanding the foregoing, however, that, in the case of clause (a) and (b), RRMS makes no representation is made by the Parent Parties or warranty with respect to the statements made therein based on information supplied by any or on behalf of the Company Parties specifically Parent or Merger Sub for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference thereinforegoing documents.

Information Supplied. None of the The information supplied or to be supplied by the Parent Parties for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 shall not, at the time such Registration Statement becomes the Form S-4 is declared effective under by 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 or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and (b), except that no representation or warranty is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically in writing expressly for inclusion or incorporation by reference therein. Subject The information supplied or to the accuracy of the first sentence of Section 4.8, be supplied by Parent or its Representatives for inclusion in the Joint Proxy Statement/Prospectus shall not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the 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, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by the Company in writing expressly for inclusion therein. The Form S-4 and the Registration Statement Joint Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by Parent or its Representatives for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Parent) will comply as to form in all material respects with, as applicable, with the provisions of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations promulgated thereunder; provided, however, that no representation . The information relating to Parent and Merger Sub which is made provided by the Parent Parties or its Representatives in any document filed with respect any Gaming Authority in connection herewith shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein based on information supplied by any therein, in light of the Company Parties specifically for inclusion or incorporation by reference thereincircumstances under which they are made, not misleading.

Information Supplied. None of the The information supplied or to be supplied by the Parent Parties Entities in writing expressly for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 shall not, at the time such Registration Statement becomes the Form S-4 is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to 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 Parent Entities with respect to statements made or incorporated by reference therein not misleading based on information supplied by Company in writing expressly for inclusion therein. The information supplied or (b) to be supplied by Parent Entities in writing expressly for inclusion in the Joint Proxy Statement/Prospectus willshall not, at the date it time the Proxy Statement/Prospectus is first mailed to the stockholders of the Company and to stockholders of Parent Company, and at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided, however, that, in the case of clause (a) and (b), except that no representation or warranty is made by the Parent Parties Entities with respect to the statements made or incorporated by reference therein based on information supplied by any of the Company Parties specifically in writing expressly for inclusion or incorporation by reference therein. Subject to The Form S-4 and the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and (solely with respect to the Registration Statement portion thereof based on information supplied or to be supplied by a Parent Entity in writing expressly for inclusion therein, but excluding any portion thereof based on information supplied by Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by either Parent Entity) will comply as to form in all material respects with, as applicable, with the provisions of the Exchange Securities Act and the Securities Exchange Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied provided (or to be supplied provided) in writing by or on behalf of the Parent Parties Company or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Sodium in connection with the issuance of Sodium Shares as Equity Consideration (which will include the Proxy Statement/Prospectus) (the “Registration Statement shallStatement”) will, at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at on the date it is first mailed to the Company’s stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders 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 were made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint The Proxy Statement/Prospectus and the Registration Statement (solely with respect to the portion thereof based on information supplied by the Company or its Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by Sodium, Sodium US, Merger Sub or their Affiliates for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 3.14, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties Company with respect to the information or statements made therein based or incorporated by reference in the Registration Statement or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on information supplied by any behalf of the Company Parties specifically for inclusion or incorporation by reference thereinCompany.

Information Supplied. None of the The information supplied or to be supplied by the Parent Parties Company for -------------------- inclusion or incorporation by reference in (a) the Registration Statement shallStatements on Form S-4 to be filed with the Securities and Exchange Commission ("SEC") by Parent in connection with the issuance of the Parent Common Stock in or as a result of the transactions contemplated hereby (the "Form S-4") and any other registration statement on any applicable form to be filed with the SEC to facilitate the resale of shares issued to the Members hereunder (collectively, the "Registration Statements"), shall not at the time such the respective Registration Statement becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading. The information supplied by the Company for inclusion in the proxy statement/prospectus to be sent to the Members of the Company in connection with the meeting of the Company's Members to consider the transactions contemplated by this Agreement (the "Members' Meeting") (such proxy statement/prospectus as amended or (bsupplemented is referred to as the "Proxy Statement/Prospectus") shall not at the Joint date the Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and Members, at the time of the Company Stockholders Members' Meeting and at the Effective Time, and the information supplied by the Company for inclusion in any prospectus to be used in connection with any Registration Statement filed by the Parent Stockholders Meetingto facilitate the resale of shares issued hereunder by affiliates of the Company (a "Prospectus") shall not at the date such Prospectus is first delivered to offerees and at the effective date of such Prospectus, contain be false or misleading with respect to any untrue statement of a material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading; provided. Notwithstanding the foregoing, however, that, in the case of clause (a) Company and (b), the Members make no representation is made by the Parent Parties or warranty with respect to any information about, or supplied or omitted by, the statements made therein based on information supplied by Parent which is contained in any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference thereinforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Pubco or Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to HUDA’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) the Registration Statement shallthrough (c), at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at when filed, made available, mailed or distributed, as the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, in . None of the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied or to be supplied by any of the Company Parties specifically Pubco or Merger Sub expressly for inclusion or incorporation by reference therein. Subject to the accuracy in any of the first sentence of Section 4.8Signing Press Release, the Joint Proxy Statement/Prospectus Signing Filing, the Closing Filing and the Registration Statement will comply as to form in all material respects withClosing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the provisions statements therein, in light of the Exchange Act and circumstances under which they are made, not misleading. Notwithstanding the Securities Actforegoing, respectivelyneither Pubco nor Merger Sub makes any representation, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties warranty or covenant with respect to the statements made therein based on any information supplied by or on behalf of HUDA, the Target Companies, the Sellers or any of the Company Parties specifically for inclusion or incorporation by reference thereintheir respective Affiliates.

Information Supplied. None of the information relating to Li3 or any Li3 Subsidiary, which is supplied or to be supplied by the Parent Parties Li3 or any Li3 Subsidiary expressly for inclusion or incorporation by reference in (a) the filings with the SEC or the mailings to the Company’s shareholders and/ or the Li3’s stockholders as it relates to the Tender Offer, the Registration Statement shall, at or the time such Registration Proxy 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to of filing or mailing, or any amendment thereto, as the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, misleading (subject to the qualifications and limitations set forth in the case materials provided by Li3 and the Li3 Subsidiaries or that is included in the SEC filings or mailings). None of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied or to be supplied by any of Li3 and the Company Parties specifically Li3 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. Subject , in light of the circumstances under which they are made, not misleading (subject to the accuracy of qualifications and limitations set forth in the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus materials provided by Li3 and the Registration Statement will comply as to form Li3 Subsidiaries or that is included in all material respects withthe Ancillary Public Disclosures). Notwithstanding the foregoing, as applicableLi3 makes no representation, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties warranty or covenant with respect to the statements made therein based on any information supplied by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinCompany.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Parent Parties or on behalf of RMRM or any RMRM Subsidiary for inclusion or incorporation by reference in (ai) the Registration Statement shallForm S-4 will, at the time such Registration Statement becomes document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective under by the Securities ActSEC, contain any untrue statement of 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 misleading, or (bii) the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to the stockholders holders of TRMT Common Shares and the holders of the Company and to stockholders of Parent and RMRM Common Shares, at the time of the Company Stockholders TRMT Shareholder Meeting and the Parent Stockholders RMRM Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading; provided. All documents that RMRM is responsible for filing with the SEC in connection with this Agreement, howeverthe Merger and the other Transactions, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on extent relating to RMRM or any RMRM Subsidiary or other information supplied by or on behalf of RMRM or any of the Company Parties specifically RMRM Subsidiary for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form form, in all material respects withrespects, as applicable, with the provisions of the Securities Act or Exchange Act and the Securities Act, respectivelyas applicable, and the rules and regulations thereunder; providedof the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. (b) Notwithstanding anything to the contrary in this Section 5.12, howeverand for the avoidance of doubt, that RMRM makes no representation is made by the Parent Parties or warranty with respect to the statements made therein or incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based on upon information supplied to RMRM by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinTRMT.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company in writing specifically for inclusion or incorporation by reference in (ai) any of the Registration Statement shallOffer Documents will, at the time such Registration Statement becomes effective under the Securities ActOffer 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 in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or misleading, and (bii) the Joint Proxy Statement/Prospectus will, at if any, will contain, on the date it is first mailed to the stockholders holders of the Company and to stockholders of Parent and Common Stock or at the time date of the Company Stockholders related stockholders' meeting (the "Meeting and the Parent Stockholders MeetingDate"), contain any untrue statement of a material fact or omit to 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; provided. If at any time prior to the expiration or termination of the Offer, however, that, in the case acceptance for payment of clause Shares pursuant to the Offer or the Meeting Date (a) and (bif applicable), no representation is made by the Parent Parties any event with respect to the statements made therein based on Company, or with respect to information supplied by any of the Company Parties specifically for inclusion in the Offer Documents or incorporation the Proxy Statement, as applicable, shall occur which is required to be described in an amendment of, or supplement to, such document, such event shall be so described by reference thereinthe Company and furnished to Parent. Subject All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, insofar as it relates to the accuracy of Company or other information supplied by the first sentence of Section 4.8Company specifically for inclusion therein, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form form, in all material respects withrespects, as applicable, with the provisions of the Exchange Act and the Securities Act, respectively, the Exchange Act and the rules and regulations thereunder; provided, howeverand 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, that the Company makes no representation is made by the Parent Parties or warranty with respect to the statements made therein based on information supplied or to be supplied by any of the Company Parties specifically Parent or Sub for inclusion in the Offer Documents or incorporation by reference thereinthe Proxy Statement.

Information Supplied. None of the The information supplied or to be supplied by the Parent Parties expressly in writing for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 shall not, at the time such Registration Statement becomes the Form S-4 is declared effective under by 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 or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and (b), except that no representation or warranty is made by the Parent Parties with respect to the statements made or incorporated by reference therein based on information supplied by any of the Company Parties specifically in writing expressly for inclusion or incorporation by reference therein. Subject The information supplied or to be supplied by Parent expressly in writing for inclusion in the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus will not, at the time the Proxy Statement/Prospectus is first mailed to the stockholders of Parent, contain any untrue statement of a material fact or omit to state any material fact required to be 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 Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The Form S-4 and the Registration Statement Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by Parent for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Parent) will comply as to form in all material respects with, as applicable, with the provisions of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations promulgated thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of The information relating to the information supplied or Company and its subsidiaries in the proxy statement to be supplied by provided to the Company’s stockholders in connection with the Company Stockholders Meeting and prospectus relating to the Parent Parties for inclusion ADSs (or incorporation by reference in (athe Parent Ordinary Shares represented thereby) the Registration Statement shall, at the time such 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 offered pursuant to this Agreement and the Merger (such proxy statement and prospectus and any amendment thereof or necessary in order to make supplement thereto, the statements therein not misleading or “Proxy Statement/Prospectus”) and the registration statement on Form S-4 (b) of which the Joint Proxy Statement/Prospectus willshall form a part) with respect to the issuance of the Parent ADSs (or the Parent Ordinary Shares represented thereby) in the Merger (such registration statement together with the amendments and supplements thereto, at the “Form S-4”) and any other documents filed or furnished with or to the SEC pursuant to the Securities Act or the Exchange Act, in each case in connection with the Merger shall not, on the date it the Form S-4 is first declared effective (and any amendment or supplement thereto), the date the Proxy Statement/Prospectus is mailed to the Company’s stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders 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 the light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and (b), no . No representation is made by the Parent Parties Company with respect to the statements made therein in the Proxy Statement/Prospectus, the Form S-4 or any other document filed or furnished with or to the SEC or pursuant to the Securities Act or the Exchange Act based on information supplied by any of the Company Parties specifically Parent expressly for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied relating to REIT I, any REIT I Subsidiary or to be supplied the Advisor, acting in its capacity as REIT I Advisor, contained or incorporated by reference in the Parent Parties Proxy Statement or the Form S‑4 or that is provided by REIT I, any REIT I Subsidiary or the Advisor, acting in its capacity as REIT I 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 Registration Statement shall, at case of the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and mailing thereof, at the Parent time of the Stockholders Meeting, at the time the Form S‑4 is declared effective or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that, or (b) in the case of clause (a) and (b), no representation is made by the Parent Parties 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 made therein based on information supplied by any therein, in light of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8circumstances under which they are made, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference thereinnot misleading.

Information Supplied. None of the information supplied relating to Company and the Company Subsidiaries contained in the Proxy Statement or to be supplied that is provided by Company and the Parent Parties Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the Registration Statement shallcase of the Form S-4, at the time it is filed with the SEC, at any time such Registration Statement becomes document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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; provided, however, that, (b) in the case of clause the Proxy Statement, at the time of the mailing thereof, at the time the Company Stockholder Meeting is held, at the time that the Form S-4 is declared effective or at the Second Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ac) and (b), no representation is made by the Parent Parties with respect to any other document to be filed by Company with the SEC in connection with the First Merger, the Second 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 made therein based on information supplied by any therein, in light of the Company Parties specifically for inclusion or incorporation by reference thereincircumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus The Form S-4 and the Registration Proxy Statement will (with respect to Company, its officers and directors and the Company Subsidiaries) comply as to form in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Securities Act and the Securities Exchange Act, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties with respect hereunder as to the statements made therein based on information or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of Company or any of the Company Parties specifically for inclusion or incorporation by reference thereinSubsidiaries.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company for inclusion or incorporation by reference in (ai) the Registration Statement shallregistration 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 "S-4") will, at the time such Registration Statement 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 relating to the meeting of the Company's stockholders to be held in connection with the Merger (the "PROXY STATEMENT") will, at the date mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held in connection with the Merger (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 not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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, made not misleading; provided. The Proxy Statement, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect insofar as it relates to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement Stockholders Meeting will comply as to form in all material respects with, as applicable, with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided. Notwithstanding the foregoing, howeverthe Company makes no representation, that no representation is made by the Parent Parties warranty or covenant with respect to the statements made therein based on any information supplied or required to be supplied by Parent or Acquisition which is contained in or omitted from any of the Company Parties specifically for inclusion foregoing documents or incorporation which is incorporated by reference therein.

Information Supplied. None of the information supplied or to be supplied by the or on behalf of Parent, Parent Parties OP, OP Merger Sub and IRT LP LLC for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 will, at the time such Registration Statement becomes effective under document is filed with 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 or (b) the Joint Proxy Statement/Prospectus willSEC, at the date it any time such document is first mailed to the stockholders of the Company and to stockholders of Parent and amended or supplemented or at the time of such document is declared effective by the Company Stockholders Meeting and the Parent Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and or (b)) the Joint Proxy Statement will, no representation at the date that it is made by the Parent Parties with respect first mailed to the statements made therein based on information supplied by any Company’s stockholders or Parent’s stockholders, at the time of the Company Parties specifically for inclusion Stockholder Meeting or incorporation Parent Stockholder Meeting, at the time the Form S-4 is declared effective by reference the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein. Subject to the accuracy , in light of the first sentence of Section 4.8circumstances under which they are made, the not misleading. The Joint Proxy Statement/Prospectus , at the date such materials are first mailed to the Company’s stockholders or Parent’s stockholders and at the time of the Company Stockholder Meeting and the Registration Statement Parent Stockholder Meeting, will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no . No representation or warranty is made by the Parent, Parent Parties OP, OP Merger Sub and IRT LP LLC in this Section 4.06 with respect to the statements made or incorporated by reference therein based on information supplied by the Company, the Company OP, or any of the Company Parties specifically their respective Representatives for inclusion or incorporation by reference therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership, the Partnership GP and the Partnership GP Delegate set forth in Section 3.7, none of the information supplied (or to be supplied supplied) in writing by the or on behalf of Parent Parties or Merger Sub specifically for inclusion or incorporation by reference in (a) the Registration Statement shallwill, at the time such the Registration Statement Statement, 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 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 therein made therein, in the light of the circumstances under which they are made, not misleading or misleading, (bc) the Joint Partnership Proxy Statement/Prospectus Statement will, at on the date it is first mailed to the stockholders of the Company and to stockholders of Parent Limited Partners, and at the time of the Company Stockholders Meeting and the Parent Stockholders Partnership Unitholder 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 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; provided, however, that, in the case of clause (a) . The Registration Statement and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing, respectively, and the rules and regulations thereunder; provided, however, that Parent makes no representation is made by the Parent Parties or warranty with respect to the statements made therein based on information supplied by any or on behalf of the Company Parties specifically Partnership for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. None of the information supplied or relating to be supplied by Parent and the Parent Parties Subsidiaries contained in the Proxy Statement or that is provided by Parent and the Parent Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the Registration Statement shallcase of the Form S-4, at the time it is filed with the SEC, at any time such Registration Statement becomes document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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; provided, however, that, (b) in the case of clause the Proxy Statement, at the time of the mailing thereof, at the time the Company Stockholder Meeting is held, at the time that the Form S-4 is declared effective or at the Second Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ac) and (b), no representation is made by the Parent Parties with respect to any other document to be filed by Parent with the SEC in connection with the First Merger, the Second 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 made therein based on information supplied by any therein, in light of the Company Parties specifically for inclusion or incorporation by reference thereincircumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus The Form S-4 and the Registration Proxy Statement will (with respect to Parent, its officers and directors and the Parent Subsidiaries) comply as to form in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Securities Act and the Securities Exchange Act, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties with respect hereunder as to the statements made therein based on information or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of Parent or any of the Company Parties specifically for inclusion or incorporation by reference thereinParent Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties each of Pubco and Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s, Pubco’s or Merger Sub’s, shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) the Registration Statement shallthrough (c), at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at when filed, made available, mailed or distributed, as the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, in . None of the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied or to be supplied by any each of the Company Parties specifically Pubco and Merger Sub expressly for inclusion or incorporation by reference therein. Subject to the accuracy in any of the first sentence of Section 4.8Signing Press Release, the Joint Proxy Statement/Prospectus Signing Filing, the Closing Filing and the Registration Statement will comply as to form in all material respects withClosing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the provisions statements therein, in light of the Exchange Act circumstances under which they are made, not misleading. Notwithstanding the foregoing, each of Pubco and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties Merger Sub does not make any warranty or covenant with respect to the statements made therein based on any information supplied by or on behalf of Purchaser, the Target Companies, the Company Shareholders or any of the Company Parties specifically for inclusion or incorporation by reference thereintheir respective Affiliates.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Pubco or Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to CAC’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) the Registration Statement shallthrough (c), at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at when filed, made available, mailed or distributed, as the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, in . None of the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied or to be supplied by any of the Company Parties specifically Pubco or Merger Sub expressly for inclusion or incorporation by reference therein. Subject to the accuracy in any of the first sentence of Section 4.8Signing Press Release, the Joint Proxy Statement/Prospectus Signing Filing, the Closing Filing and the Registration Statement will comply as to form in all material respects withClosing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the provisions statements therein, in light of the Exchange Act and circumstances under which they are made, not misleading. Notwithstanding the Securities Actforegoing, respectivelyneither Pubco nor Merger Sub makes any representation, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties warranty or covenant with respect to the statements made therein based on any information supplied by or on behalf of CAC, the Target Companies, the Seller or any of the Company Parties specifically for inclusion or incorporation by reference thereintheir respective Affiliates.

Information Supplied. (i) The Schedule 13E-3 and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. (ii) None of the information supplied or to be supplied by the Parent Parties or Merger Sub in writing specifically for inclusion or incorporation by reference in (a) the Registration Statement shallProxy Statement, the Schedule 13E-3 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby, including any amendment or supplement to such documents, will, at the time respective times such Registration Statement becomes effective under documents are filed, and, with respect to the Securities ActProxy Statement, when first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make made the statements therein made therein, in light of the circumstances under which they are made, not misleading or (b) or, in the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders case of the Company and to stockholders of Parent and Proxy Statement or any amendment thereof or supplement thereto, at the time of the Company Stockholders Meeting Meeting, and at the Parent Stockholders MeetingEffective Time, 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 made the statements made therein, in light of the circumstances under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to any solicitation of proxies for the Company Stockholders Meeting which shall have become false or misleading; provided, however, that, in . (iii) Notwithstanding the case foregoing provisions of clause (a) and (bthis Section 2.2(e), no representation or warranty is made by the Parent Parties or Merger Sub with respect to the statements made therein or incorporated by reference in the Schedule 13E-3 based on information supplied by any of the Company Parties specifically for inclusion party other than Parent or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied provided by the Parent Parties Company for inclusion or incorporation by reference in (a) the Registration Statement shallregistration 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, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, or (b) the Joint proxy statement relating to the Company Stockholders’ Meeting (such proxy statement as amended or supplemented from time to time, the “Proxy Statement/Prospectus ”) will, at the date it is first mailed to the Company’s stockholders of the Company and to stockholders of Parent and or at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided. The Proxy Statement (other than the portion thereof based on information supplied by Parent for inclusion therein, however, that, in the case of clause (a) and (b), with respect to which no representation is made by the Parent Parties Company or any of its Subsidiaries) and the Form S-4 (solely with respect to the statements made therein based on information supplied by any of portion thereof relating to the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement Stockholders’ Meeting) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations promulgated thereunder; provided. Notwithstanding the foregoing provisions of this Section 4.12, however, that no representation or warranty is made by the Parent Parties Company with respect to the information or statements made therein based on information or incorporated by reference in the Form S-4, or the Proxy Statement which were not supplied by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinCompany.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent Parties for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus will (a) in the Registration Statement shallcase of the Form S-4, at the time such Registration Statement becomes document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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; provided, however, that, or (b) in the case of clause (a) and (b)the Proxy Statement/Prospectus, no representation is made by on the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint date such Proxy Statement/Prospectus is first mailed to the Company’s shareholders or Parent’s stockholders or at the time of the Company Shareholder Meeting or at the Parent Stockholder Meeting or at the time that the Form S-4 is declared effective or at the Company Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. At each of the times described in the preceding sentence, the Form S-4 and the Registration Statement Proxy Statement/Prospectus will (with respect to Parent, its directors and officers and the Parent Subsidiaries) comply as to form in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no Laws. No representation or warranty is made by the Parent Parties with respect hereunder as to the statements made therein based on information or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of Parent or any of the Company Parties specifically for inclusion or incorporation by reference thereinParent Subsidiary.

Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of the Parent Newco Parties for inclusion or incorporation by reference in (ai) the Registration Statement shallForm S-4 or Form S-11 will, at the time such Registration Statement becomes document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective under by the Securities ActSEC, contain any untrue statement of 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 misleading, or (bii) the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to the common stockholders of the Company and to stockholders of Parent and Nova I or Nova II, at the time of the Company Nova I Stockholders Meeting and the Parent or Nova II Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Nova I Merger Effective Time or Nova II Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading; provided. All documents that the Newco Parties are responsible for filing with the SEC in connection with the Mergers, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on extent relating to the Newco Parties or other information supplied by any or on behalf of the Company Newco Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with, as applicable, with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect applicable Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.04(e) will not apply to statements made therein or omissions included in the Form S-11, Form S-4 or the Proxy Statement to the extent based on upon information supplied by any to the Newco Parties on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinOther Parties.

Information Supplied. None of the The information supplied or to be supplied by the Parent Parties Company for inclusion or incorporation in the registration statement on Form S-4 to be filed by reference Parent in connection with the issuance of the Parent Class A Ordinary Shares in the Merger (athe “Form S-4”) the Registration Statement shallshall not, at the time such Registration Statement becomes the Form S-4 is declared effective under by 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 or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and (b), except that no representation or warranty is made by the Parent Parties Company with respect to the statements made or incorporated by reference therein based on information supplied by any of Parent or Merger Sub in writing expressly for inclusion therein. The information supplied or to be supplied by the Company Parties specifically for inclusion or incorporation by reference therein. Subject in the proxy statement relating to the accuracy of Company Shareholder Meeting and Parent Shareholder Meeting included in the first sentence of Section 4.8Form S-4 (the “Proxy Statement/Prospectus”) will not, at the Joint time the Proxy Statement/Prospectus is first mailed to the Company Shareholders and at the time of each Shareholder Meeting 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, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing expressly for inclusion therein. The Form S-4 and the Registration Statement Proxy Statement/Prospectus (solely with respect to the portion thereof relating to the Company Shareholder Meeting but excluding any portion thereof based on information supplied by Parent or Merger Sub 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, as applicable, with the provisions of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations promulgated thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied provided in writing by the Parent Parties Partnership specifically for inclusion or incorporation by reference in (a) the Registration Statement shallregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Units in the LP Merger and in which the Combined Consent Statement/Prospectus will be included as a prospectus (including any amendments or supplements, the “Form S-4”) will, at the time such Registration Statement the Form S-4 is filed with the SEC and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they are made, not misleading or (b) the Joint Proxy Combined Consent Statement/Prospectus will, at on the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingPartnership’s unitholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that, in . The Combined Consent Statement/Prospectus and the case of clause Form S-4 (a) and (b), no representation is made by the Parent Parties solely with respect to the statements made therein portion thereof based on information supplied by the Partnership or the General Partner or any of the Company Parties specifically their respective Subsidiaries for inclusion or incorporation by reference therein. Subject , but excluding any portion thereof based on information supplied by or on behalf of Parent or the Merger Subs for inclusion or incorporation by reference therein, with respect to which no representation is made by the accuracy Partnership or any of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties Partnership with respect to the information or statements made therein based or incorporated by reference in the Form S-4 or the Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on information supplied by any behalf of the Company Parties specifically for inclusion or incorporation by reference thereinPartnership.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company for inclusion or incorporation by reference in (ai) the Registration Statement shallregistration 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 (such Form S-4, and any amendments or supplements thereto, the "S-4") will, at the time such Registration Statement 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 or (ii) the joint proxy statement/prospectus relating to the matters to be submitted to the Company's stockholders at the Company Stockholders Meeting and the matters to be submitted to Parent's shareholders at the Parent Shareholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") will, at the date mailed to stockholders of the Company and Parent and at the times of the Company Stockholders Meeting and the Parent 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 not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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, made not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the The Joint Proxy Statement/Prospectus and Prospectus, insofar as it relates to the Registration Statement Company Stockholders Meeting, will comply comply, as of its mailing date, as to form in all material respects with, as applicable, with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided. Notwithstanding the foregoing, howeverthe Company makes no representation, that no representation is made by the Parent Parties warranty or covenant with respect to the statements made therein based on any information supplied or required to be supplied by Parent or Acquisition which is contained in or omitted from any of the Company Parties specifically for inclusion foregoing documents or incorporation which is incorporated by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company for inclusion or incorporation by reference in (ai) the S-4 Registration Statement shallof Parent to be filed with the SEC with respect to the registration under the Securities Act of the shares of Parent Common Stock and CVRs to be issued in connection with the Merger (in which the Proxy Statement/Prospectus, as defined in Section 7.6(a) of this Agreement, shall be included) (the “S-4 Registration Statement”) or any amendment or supplement thereto will, at the time such S-4 Registration Statement or any amendment or supplement thereto is filed with the SEC or at the time such S-4 Registration Statement becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading or (bii) the Joint Proxy Statement/Prospectus will, at the date it is first mailed of mailing to the stockholders holders of the Company and to stockholders of Parent Common Stock and at the time of the Company Stockholders Meeting and to be held in connection with the Parent Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint The Proxy Statement/Prospectus relating to the Company Stockholders Meeting and the Registration Statement will any amendments or supplements thereto will, when filed, comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations of the SEC thereunder; provided, however, that no . No representation or warranty is made by the Parent Parties Company with respect to the statements made or incorporated by reference therein based on information supplied by any of the Company Parties specifically Parent for inclusion or incorporation by reference thereinin the Proxy Statement/Prospectus or the S-4 Registration Statement.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Parent, Merger Sub or Merger LLC for inclusion or incorporation by reference in (a) the Registration Statement shallor the proxy statement/prospectus included therein relating to the Company Stockholder Meeting (as hereinafter defined) (together with any amendments or supplements thereto, the “Proxy Statement”) will (i) in the case of the Registration Statement, at the time such Registration Statement it becomes effective under the Securities Acteffective, contain any untrue statement of 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 (bii) in the Joint case of the Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders time of the Company and to stockholders mailing of Parent the Proxy Statement and at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided. If, howeverat any time prior to the Company Stockholder Meeting, that, in the case of clause (a) and (b), no representation is made by the Parent Parties any event with respect to the statements made therein based on information supplied by Parent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Company Parties specifically for inclusion Proxy Statement or incorporation the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by reference therein. Subject Law, disseminated to the accuracy stockholders of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects withwith the provisions of the Securities Act, and the Proxy Statement will comply (with respect to Parent) as applicable, to form in all material respects with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the written information supplied or to be supplied by the Parent Parties Buyer or any of its Affiliates, directors, officers, employees, agents or Representatives 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, will, as of the time such documents (aor any amendment thereof or supplement thereto) the Registration Statement shall, are mailed to Seller’s stockholders and at the time such Registration Statement becomes effective under the Securities Actof Seller 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 not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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; provided, however, that, . All documents that Buyer is responsible for filing with the SEC in connection with the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement Transactions will comply as to form in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Act and the Securities Actwill not contain any untrue statement of a material fact, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect or omit to state any material fact required to be stated therein in order to make the statements made therein based on therein, in light of the circumstances under which they were made, not misleading. None of the written information supplied or to be supplied by Seller or any of the Company Parties specifically its Subsidiaries or Representatives expressly for inclusion or incorporation by reference in any document to be filed by Buyer with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are filed, 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.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent Parties Company for inclusion or incorporation by reference in (ai) the Registration Statement shallregistration 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, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (bii) the joint proxy statement/prospectus relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (as amended or supplemented from time to time and including all letters to stockholders, notices of meeting and forms of proxies to be distributed to stockholders in connection with the Combination, and any schedules required to be filed with the SEC in connection therewith, the “Joint Proxy Statement/Prospectus ”), will, at the date it is first mailed to the Company’s stockholders of the Company and to stockholders of Parent and or at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the The Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties Company with respect to the information or statements made therein based on information or incorporated by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinCompany.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties or Sub for inclusion or incorporation by reference in (ai) the Registration Statement shallForm S-4 will, at the time such Registration Statement 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 in order to make the statements therein not misleading misleading, or (bii) the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to the Company’s stockholders of the Company and to or Parent’s stockholders of Parent and or at the time of the Company Stockholders Meeting and or the 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; provided. 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, however, that, in the case of clause (a) and (b), except that no representation is made by the Parent Parties or Sub with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion therein or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the The Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, except that no representation is made by the Parent Parties with respect to the statements made or incorporated by reference therein based on information supplied by any of the Company Parties specifically in writing for inclusion or incorporation by reference thereinin the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company expressly for inclusion or incorporation by reference reference: (i) in (a) any report, form, registration or other filing made with any Governmental Authority with respect to the Registration Statement shall, at the time such 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 therein not misleading transactions contemplated by this Agreement and/or ancillary document contemplated thereto; or (bii) any filings with the Joint Proxy Statement/Prospectus SEC or mailings to the Company’s stockholders as it relates to the Super 8-K will, at the date it is first mailed to of filing or mailing, or any amendment thereto, as the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, misleading (subject to the qualifications and limitations set forth in the case of clause (a) and (b), no representation is made materials provided by the Parent Parties with respect to Company and the statements made therein based on Shuhai Subsidiaries or that is included in the SEC filings or mailings). None of the information supplied or to be supplied by any of the Company Parties specifically and the Shuhai Subsidiaries expressly for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by 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 the Company Parties specifically for inclusion and the Shuhai Subsidiaries or incorporation by reference thereinthat is included in the Ancillary Public Disclosures).

Information Supplied. None of the information supplied or to be supplied by the Parent Parties or Merger Sub for inclusion or incorporation by reference in (a) any Current Report on Form 8-K or any other report, form, registration, or other filing made with any Governmental Authority with respect to the Registration Statement shall, at the time such 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 therein not misleading transactions contemplated hereby or (b) the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to the Parent’s stockholders of the Company and to stockholders of Parent and warrantholders or at the time of the Company Stockholders Stockholder Meeting and the Parent Stockholders or Warrantholder Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint The Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, except that no representation is made by the Parent Parties with respect to the statements made or incorporated by reference therein based solely on information supplied by any of the Company Parties specifically Chaparral in writing for inclusion or incorporation by reference in the Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion in the Proxy Statement shall, at the time such document is filed, at the time amended or supplemented, or at the time the Proxy Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by Chaparral which is contained in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company in writing for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement (a"Proxy Statement") the Registration Statement shall, at the time such Registration Statement becomes effective under the Securities Act, contain relating to any untrue statement of a material fact or omit to state any material fact required meeting to be stated therein or necessary held in order to make connection with the statements therein not misleading or Merger (ball of the foregoing documents, collectively, the "Disclosure Statements") the Joint Proxy Statement/Prospectus will, at the date it each and any of the Disclosure Statements is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the meeting of stockholders of the Company Stockholders Meeting and to be held, if necessary, in connection with the Parent Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and (b), except that no representation or warranty is made by the Parent Parties Company with respect to the statements made therein based on information supplied in writing by any of the Company Parties specifically Parent or Acquisition for inclusion in the Proxy Statement or incorporation by reference thereinSchedule 14D-9. Subject to the accuracy of the first sentence of Section 4.8, the Joint The Proxy Statement/Prospectus , if any, and the Registration Statement Schedule 14D-9 will comply as to form in all material respects with, as applicable, the with all provisions of applicable law. None of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Company Parties specifically for inclusion or incorporation by reference thereincircumstances under which they were made, not misleading.

Information Supplied. None of the information relating to Datasea which is supplied or to be supplied by the Parent Parties Datasea expressly for inclusion or incorporation by reference in (a) the Registration Statement shall, at filings with the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus SEC will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingfiling, contain any untrue statement of a material fact or omit to 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; provided, however, that, misleading (subject to the qualifications and limitations set forth in the case materials provided by Datasea and/or any Datasea Subsidiary or that is included in the SEC filings). None of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied or to be supplied by any of the Company Parties specifically Datasea in writing expressly for inclusion or incorporation by reference in any of 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. Subject , in light of the circumstances under which they are made, not misleading (subject to the accuracy of qualifications and limitations set forth in the first sentence of Section 4.8materials provided by Datasea or that is included in Ancillary Public Disclosures). Notwithstanding the foregoing, Datasea makes no representation, warranty or covenant with respect to any information supplied by the Joint Proxy Statement/Prospectus and Company for inclusion in any such filings with the Registration Statement will comply as SEC or Ancillary Public Disclosures. Datasea has delivered or provided access to form in the Company all material respects withinformation, as applicable, documents and instruments necessary in order for the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties Company to conduct its due diligence with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference thereinrepresentations and warranties in this Article III.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Purchaser expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Purchaser’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) the Registration Statement shallthrough (c), at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at when filed, made available, mailed or distributed, as the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, in the case of clause (a) and (b), no representation or warranty is made by as to the Parent Parties accounting treatment of Purchaser’s issued and outstanding warrants, or as to any deficiencies in disclosure (including with respect to accounting and disclosure controls) arising from the statements made therein based on treatment of such warrants as equity rather than liabilities in Purchaser’s financial statements. None of the information supplied or to be supplied by any of the Company Parties specifically Purchaser expressly for inclusion or incorporation by reference therein. Subject to the accuracy in any of the first sentence of Section 4.8Signing Press Release, the Joint Proxy Statement/Prospectus Signing Filing, the Closing Filing and the Registration Statement will comply as to form in all material respects withClosing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the provisions statements therein, in light of the Exchange Act and circumstances under which they are made, not misleading. Notwithstanding the Securities Actforegoing, respectivelyPurchaser makes no representation, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties warranty or covenant with respect to the statements made therein based on any information supplied by or on behalf of Purchaser, the Target Companies or any of the Company Parties specifically for inclusion or incorporation by reference thereintheir respective Affiliates.

Information Supplied. None of the information supplied provided in writing by Parent or to be supplied by the Parent Parties its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 will, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at on the date it is first mailed to the stockholders of the Company and to stockholders of Parent Partnership’s unitholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Partnership Unitholders’ 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; provided, however, that, in . The Proxy Statement/Prospectus and the case of clause Form S-4 (a) and (b), no representation is made by the Parent Parties solely with respect to the statements made therein portion thereof based on information supplied by any of the Company Parties specifically Parent or its Subsidiaries for inclusion or incorporation by reference therein. Subject , but excluding any portion thereof based on information supplied by the Partnership for inclusion or incorporation by reference therein, with respect to the accuracy which no representation is made by Parent or any of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 4.11, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties with respect to the information or statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation incorporated by reference thereinin the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of Parent.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company expressly for inclusion or incorporation by reference reference: (i) in any Report on Form 6-K and any exhibits thereto filed with the Securities and Exchange Commission or any other report, form, registration or other filing made with any Governmental Authority with respect to the transactions contemplated by this Agreement and/or any agreements ancillary hereto; (ii) in the Offer Documents; or (iii) in the mailings or other distributions to Parent’s or Bimini’s shareholders and/or prospective investors in the Surviving Entity following the Merger with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (ai) the Registration Statement shallthrough (iii), at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at when filed, made available, mailed or distributed, as the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, in . None of the case of clause (a) and (b), no representation is made information supplied or to be supplied by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically expressly for inclusion or incorporation by reference therein. Subject to the accuracy in any of the first sentence of Section 4.8Signing Filing, the Joint Proxy Statement/Prospectus Signing Press Release, the Closing Filing and the Registration Statement will comply Closing Press Release (each such capitalized term, as to form in all material respects withhereafter defined) (collectively, the “Ancillary Public Disclosures”) will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the provisions statements therein, in light of the Exchange Act and circumstances under which they are made, not misleading. Notwithstanding the Securities Actforegoing, respectivelythe Company makes no representation, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties warranty or covenant with respect to the statements made therein based on any information supplied by any or on behalf of the Company Parties specifically for inclusion Parent or incorporation by reference thereinthe Merger Sub.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties or on behalf of Aytu or Merger Sub for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 will, at the time such Registration Statement 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 in order to make the statements therein not misleading misleading. None of the information supplied or (b) to be supplied by or on behalf of Aytu or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to the Target's and Aytu's stockholders of the Company and to stockholders of Parent and or at the time of the Company Target Stockholders Meeting and or Aytu Stockholders Meeting or at the Parent Stockholders Meetingtime of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the The Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and Act. Notwithstanding the Securities Actforegoing, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties Aytu or Merger Sub with respect to the statements made or incorporated by reference therein based on information that was not supplied by any or on behalf of the Company Parties specifically for inclusion Aytu or incorporation by reference thereinMerger Sub.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company specifically for inclusion or incorporation by reference in (ai) any of the Registration Statement shallOffer Documents will, at the time such Registration Statement becomes effective under the Securities ActOffer 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 in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or misleading, and (bii) the Joint Proxy Statement/Prospectus will, at if any, will contain, on the date it is first mailed to the stockholders holders of the Company and to stockholders of Parent and Common Stock or at the time date of the Company Stockholders related stockholders' meeting (the "Meeting and the Parent Stockholders MeetingDate"), contain any untrue statement of a material fact or omit to 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; provided. If at any time prior to the expiration or termination of the Offer, however, that, in the case acceptance for payment of clause Shares pursuant to the Offer or the Meeting Date (a) and (bif applicable), no representation is made by the Parent Parties any event with respect to the statements made therein based on Company, or with respect to information supplied by any of the Company Parties specifically for inclusion in the Offer Documents or incorporation the Proxy Statement, as applicable, shall occur which is required to be described in an amendment of, or supplement to, such document, such event shall be so described by reference thereinthe Company and furnished to Parent. Subject All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, insofar as it relates to the accuracy of Company or its Subsidiaries or other information supplied by the first sentence of Section 4.8Company specifically for inclusion therein, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form form, in all material respects withrespects, as applicable, with the provisions of the Exchange Act and the Securities Act, respectively, and the Exchange Act or the rules and regulations thereunder; provided, howeverand 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, that the Company makes no representation is made by the Parent Parties or warranty with respect to the statements made therein based on information supplied or to be supplied by any of the Company Parties specifically Parent or Sub for inclusion in the Offer Documents or incorporation by reference thereinthe Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the or on behalf of Parent Parties or any other Parent Party for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 to be filed with the SEC by Parent will, at the time such Registration Statement the Form S-4 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, contain any untrue statement of 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 misleading. None of the information supplied or (b) to be supplied by or on behalf of Parent or any other Parent Party for inclusion or incorporation by reference in the Joint Proxy Statement/Information Statement/Prospectus to be filed with the SEC and sent to the Company Stockholders and Parent Stockholders in connection with the Mergers, the Parent Stock Issuance, and the other transactions contemplated by this Agreement will, at the date it is first mailed to the stockholders of the Company and to stockholders of Stockholders or Parent and Stockholders, or at the time of the Company Stockholders Meeting and Meeting, or at the Parent Stockholders Meetingtime of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint The Proxy Statement/Information Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and Act. Notwithstanding the Securities Actforegoing, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties with respect to the statements made or incorporated by reference therein based on information that was not supplied by any or on behalf of Parent or the Company Parties specifically for inclusion or incorporation by reference thereinother Parent Parties.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Pubco or Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) the Registration Statement shallthrough (c), at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at when filed, made available, mailed or distributed, as the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, in . None of the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied or to be supplied by any of the Company Parties specifically Pubco or Merger Sub expressly for inclusion or incorporation by reference therein. Subject to the accuracy in any of the first sentence of Section 4.8Signing Press Release, the Joint Proxy Statement/Prospectus Signing Filing, the Closing Filing and the Registration Statement Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Pubco nor Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Target Companies, or any of their respective Affiliates. All documents that Pubco is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Securities Act and the Securities Exchange Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Parent Parties or on behalf of TRMT or any TRMT Subsidiary for inclusion or incorporation by reference in (ai) the Registration Statement shallForm S-4 will, at the time such Registration Statement becomes document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective under by the Securities ActSEC, contain any untrue statement of 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 misleading, or (bii) the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to the stockholders holders of TRMT Common Shares and the holders of the Company and to stockholders of Parent and RMRM Common Shares, at the time of the Company Stockholders TRMT Shareholder Meeting and the Parent Stockholders RMRM Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading; provided. All documents that TRMT is responsible for filing with the SEC in connection with this Agreement, howeverthe Merger and the other Transactions, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on extent relating to TRMT or any TRMT Subsidiary or other information supplied by or on behalf of TRMT or any of the Company Parties specifically TRMT Subsidiary for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form form, in all material respects withrespects, as applicable, with the provisions of the Securities Act or Exchange Act and the Securities Act, respectivelyas applicable, and the rules and regulations thereunder; providedof the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. (b) Notwithstanding anything to the contrary in this Section 4.12, howeverand for the avoidance of doubt, that TRMT makes no representation is made by the Parent Parties or warranty with respect to the statements made therein or incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based on upon information supplied to TRMT by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinRMRM.

Information Supplied. None of the information supplied or to be supplied provided in writing by the Parent Parties Partnership specifically for inclusion or incorporation by reference in (a) the Registration Statement shallregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint proxy statement/prospectus relating to the Partnership Unitholders’ Meeting (the “Proxy Statement/Prospectus Prospectus”) will, at on the date it is first mailed to the stockholders of the Company and to stockholders of Parent Partnership’s unitholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Partnership Unitholders’ 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; provided, however, that, in . The Proxy Statement/Prospectus and the case of clause Form S-4 (a) and (b), no representation is made by the Parent Parties solely with respect to the statements made therein portion thereof relating to the Partnership Unitholders’ Meeting, but excluding any portion thereof based on information supplied by any of the Company Parties specifically Parent or Merger Sub for inclusion or incorporation by reference therein. Subject , with respect to which no representation is made by the accuracy Partnership or any of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties Partnership with respect to the information or statements made therein based or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on information supplied by any behalf of the Company Parties specifically for inclusion or incorporation by reference thereinPartnership.

Information Supplied. None of the information supplied or to be supplied provided by the Parent Parties Mavericks for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 will, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to the Rockets Stockholders and ▇▇▇ ▇▇▇▇▇▇▇▇▇ Stockholders or at the time of the Rockets Stockholders Meeting or ▇▇▇ ▇▇▇▇▇▇▇▇▇ Stockholders Meeting contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, in . The Joint Proxy Statement (other than the case of clause (aportion thereof relating solely to the Rockets Stockholders Meeting) and the Form S-4 (b), no representation is made by other than the Parent Parties with respect to the statements made therein portion thereof based on information supplied by any of the Company Parties specifically Rockets for inclusion or incorporation by reference therein. Subject , with respect to the accuracy which no representation is made by Mavericks or any of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement its Subsidiaries) will comply as to form in all material respects with, as applicable, with the provisions requirements of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations promulgated thereunder; provided. Notwithstanding the foregoing provisions of this Section 5.12, however, that no representation or warranty is made by the Parent Parties Mavericks with respect to the information or statements made therein based on information or incorporated by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinMavericks.

Information Supplied. None Each of Vision Bancshares and Park agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Parent Parties it for inclusion or incorporation by reference in (ai) the Registration Statement shallwill, at the time such the Registration Statement and each amendment or supplement thereto, if any, is filed with the 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 not misleading or misleading, and (bii) the Joint Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date it is first mailed of mailing to the stockholders of the Company and to stockholders of Parent Vision Bancshares shareholders and at the time of the Company Stockholders Meeting and Vision Bancshares Meeting, as the Parent Stockholders Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein 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 any material fact, or which will omit to state any material fact necessary in order to make the statements therein, made therein not false or misleading or necessary to correct any statement in light any earlier statement in the Proxy Statement/Prospectus or any amendment or supplement thereto. Each of Vision Bancshares and Park further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the circumstances under which they are made, not misleading; provided, however, that, statements in the case of clause (a) Registration Statement and (b), no representation is made by the Parent Parties Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements made therein based on information supplied by any of not false or misleading, to promptly inform the Company Parties specifically for inclusion or incorporation by reference therein. Subject other party thereof and to take the accuracy of necessary steps to correct the first sentence of Section 4.8, Registration Statement and the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference thereinProspectus.

Information Supplied. None of the information supplied or to be supplied by Parent for inclusion in the S-4 to be filed by New Parent relating to the New Parent Shares comprising the Company Scheme Consideration and the Parent Parties for inclusion or incorporation by reference in (a) the Registration Statement shallScheme Consideration will, at the time such Registration Statement 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 in order to make the statements therein therein, in light of the circumstances under which such statements were made, not misleading or (b) misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of Parent and the Company, respectively, in connection with the Schemes and the transactions contemplated hereby, except information supplied by the Company in writing for inclusion in the Joint Proxy Statement/Prospectus will, at will not, as of the date it the Joint Proxy Statement is first mailed to such shareholders and on the stockholders date of the Company and to stockholders meetings of Parent and at Parent's shareholders or the time of Company's shareholders, as the Company Stockholders Meeting case may be, and the Parent Stockholders Meetingdate of any adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, were made not misleading; provided, however, that, . All documents that Parent is responsible for filing with any Governmental Authority in connection with the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement transactions contemplated hereby will comply as to form in all material respects with, as applicable, with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference thereinapplicable law.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties W. ▇. ▇▇▇▇▇ or Merger Sub in writing for inclusion or incorporation by reference in the Form S-4, the Proxy Statement/Prospectus or in any materials to be delivered by W. ▇. ▇▇▇▇▇ or Merger Sub to potential financing sources in connection with the transactions contemplated by this Agreement will (ai) in the Registration Statement shallcase of the Form S-4, at the time such Registration Statement 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 not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingeffective, contain any untrue statement of a material fact or omit to 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; provided, however, that, (ii) in the case of clause (a) and (b)the Proxy Statement/Prospectus, no representation at the time of the mailing thereof or at the time the CPA18 Stockholder Meeting is made by the Parent Parties with respect to be held, contain any untrue statement 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 based on not misleading, or (iii) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, at the date such information supplied by is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Company Parties specifically for inclusion or incorporation by reference thereinstatements therein not misleading. Subject to The Form S-4 and the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus will (with respect to W. ▇. ▇▇▇▇▇, M▇▇▇▇▇ Sub, their respective officers and directors, and the Registration Statement will W. ▇. ▇▇▇▇▇ Subsidiaries) comply as to form in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Securities Act and the Securities Exchange Act, respectively, and the rules and regulations thereunder; provided, however, provided that no representation is made as to statements made or incorporated by reference by CPA18. As of the Parent Parties with respect date of this Agreement, W. ▇ ▇▇▇▇▇, in the exercise of its duties as advisor to CPA18 pursuant to the statements made therein based on information supplied by any CPA18 Advisory Agreement, does not have Knowledge of the Company Parties specifically for inclusion existence of any fact, event or incorporation by reference thereincircumstance that constitutes a CPA18 Material Adverse Effect.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company specifically for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 will, at the time such Registration Statement becomes effective under document is filed with 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 or (b) the Joint Proxy Statement/Prospectus willSEC, at the date it any time such document is first mailed to the stockholders of the Company and to stockholders of Parent and amended or supplemented or at the time of such document is declared effective by the Company Stockholders Meeting and the Parent Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to 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; provided, howeveror (b) the Joint Proxy Statement will, thatat the date it is first mailed to the shareholders of the Company 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 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 case of clause (a) and (b)circumstances under which they are made, no representation not misleading. All documents that the Company is made by responsible for filing with the Parent Parties SEC in connection with respect the transactions contemplated herein, to the statements made therein based on extent relating to the Company or any of its Subsidiaries or other information supplied by any or on behalf of the Company Parties specifically or any of its Subsidiaries for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions of the Exchange Act and or the Securities Act, respectivelyas applicable and each such document required to be filed with any Governmental Authority (other than the SEC) in connection with the transactions contemplated herein will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties Company with respect to the statements made therein or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information supplied by any of the Company Parties Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of The information relating to Parent, its Subsidiaries, US Holdco and the information supplied or Merger Subs to be supplied by the Parent Parties for inclusion or incorporation by reference contained in (a) the Registration Statement shall, at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus willand the Form S-4 will not, at on the date it the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and to stockholders shareholders of Parent or at the time the Form S-4 (and any amendment or supplement thereto) is declared effective or at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the The Joint Proxy Statement/Prospectus (other than the portions thereof relating solely to the meeting of the shareholders of the Company) and the Registration Statement Form S-4 will comply as to form in all material respects with, as applicable, to form with the provisions requirements of both the Exchange Act and the Securities Act, respectively, Act and the rules and regulations promulgated thereunder; provided. If an Irish Prospectus is required under Irish Prospectus Law, howeverthe information relating to the Parent, that its Subsidiaries, US Holdco and the Merger Subs 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 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 foregoing provisions of this Section 4.12, no representation or warranty is made by the Parent Parties with respect to the information or statements made therein based on information or incorporated by reference in the Joint Proxy Statement/Prospectus, the Form S-4 or (if applicable) the Irish Prospectus which were not supplied by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinParent.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company for inclusion or incorporation by reference in (a) the Registration Proxy Statement shall, at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and mailing to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint The Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, except that no representation or warranty is made by the Parent Parties Company with respect to the statements made or incorporated by reference therein based on information supplied by any of the Company Parties Parent or Sub specifically for inclusion or incorporation by reference therein. All documents that the Company is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act and Exchange Act. Without limiting any of the representations and warranties contained herein, no representation or warranty to Parent by the Company herein, and no statement by the Company or other information contained in the Company Disclosure Schedule or any document incorporated by reference therein, as the date of such document, contains or contained or will contain, any untrue statement of material fact, or, at the date thereof, omitted or shall omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements are or will be made, not misleading.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Purchaser expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) the Registration Statement shallthrough (c), at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at when filed, made available, mailed or distributed, as the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, in the case of clause (a) and (b), no representation or warranty is made by as to the Parent Parties accounting treatment of Purchaser’s issued and outstanding warrants, or as to any deficiencies in disclosure (including with respect to accounting and disclosure controls) arising from the statements made therein based on treatment of such warrants as equity rather than liabilities in Purchaser’s financial statements. None of the information supplied or to be supplied by any of the Company Parties specifically Purchaser expressly for inclusion or incorporation by reference therein. Subject to the accuracy in any of the first sentence of Section 4.8Signing Press Release, the Joint Proxy Statement/Prospectus Signing Filing, the Closing Filing and the Registration Statement will comply as to form in all material respects withClosing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the provisions statements therein, in light of the Exchange Act and circumstances under which they are made, not misleading. Notwithstanding the Securities Actforegoing, respectivelyPurchaser makes no representation, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties warranty or covenant with respect to the statements made therein based on any information supplied by or on behalf of Pubco, the Target Companies or any of the Company Parties specifically for inclusion or incorporation by reference thereintheir respective Affiliates.

Information Supplied. None of the information supplied contained in the Joint Proxy Statement or to be supplied that is provided by the Parent Parties Company or any Subsidiary of the Company for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will (ai) in the Registration Statement shallcase of the Form S-4, at the time such Registration Statement the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or misleading, (bii) in the case of the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the mailing thereof or at the time the Company Stockholders Shareholder Meeting and the Parent Stockholders Meetingis held, contain any untrue statement of a material fact or omit to 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; provided, howeveror (iii) with respect to any other document to be filed by the Company with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, thatat 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 case of clause circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement will (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any Company, its officers and directors and the Subsidiaries of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will Company) comply as to form in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing provisions of this Section 3.1(q), respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties Company with respect to the information or statements made therein based on information or incorporated by reference in the Form S-4, the Joint Proxy Statement or any other document to be filed by the Company with the SEC in connection with the Merger or the other transactions contemplated by this Agreement that were not supplied by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference thereinthe Subsidiaries of the Company.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Special Committee for inclusion or incorporation by reference in (a) the Registration Statement shall, at the time such the Registration Statement is filed with the SEC, at any time it is amended or at the time it becomes effective under the 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 or misleading, (b) the Joint Proxy Statement/Prospectus willSchedule 13E-3 at the time the Schedule 13E-3 is filed with the SEC, at any time it is amended or at the date it is first mailed to the stockholders and time of commencement of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Special Meeting, 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, in light of the circumstances under which they are were made, not misleading and (c) the Proxy Statement/Prospectus will, on the date it is first mailed to the Company's stockholders or at the time of the Special Meeting 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; provided. The Schedule 13E-3 and Proxy Statement/Prospectus will in all material respects comply as to form with the requirements of the Securities Act, however, that, in the case of clause (a) Exchange Act and (b)the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Parent Parties Company with respect to statements or omissions made or incorporated by reference in the statements made therein Registration Statement, the Schedule 13E-3 or the Proxy Statement/Prospectus based on information supplied by any of the Parent or the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made (excluding information provided by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically Special Committee) for inclusion or incorporation by reference therein.

Information Supplied. None of the All information supplied or to be supplied by the Parent Parties for inclusion Company or incorporation by reference in the Subsidiaries (a) soliciting approval from the Registration Statement shall, at shareholders of the time such Registration Statement becomes effective under Company for either the Securities Act, contain issuance and sale of the Debentures or for any untrue statement act of a material fact or omit to state any material fact required the Company to be stated therein or necessary taken in order to make connection with the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus willtransactions contemplated under this Amended Agreement will not, either at the date it is first mailed (or otherwise disseminated) to the stockholders of the Company and to stockholders of Parent and such shareholders or at the time of the meeting of shareholders of the Company Stockholders Meeting and to be held in connection with the Parent Stockholders Meetingtransactions contemplated by this Amended Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that, in the case of clause (a) and misleading or (b)) disclosed in any report or document filed with the SEC as required under the Exchange Act or the Securities Act in connection with the transactions contemplated hereunder will not, no representation either at the time such report or document (or any amendment thereto) is made by filed with the Parent Parties with respect SEC or at the time it becomes effective under the Securities Act or supplied to the statements made therein based on information supplied by any Purchaser or to shareholders of the Company Parties specifically for inclusion or incorporation any of their respective representatives or advisers in connection with the transactions contemplated by reference thereinthis Amended Agreement, 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. Subject to All information disseminated by the accuracy of Company or FOHP-NJ in connection with the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement transactions contemplated by this Amended Agreement will comply as to form in all material respects withwith all applicable laws, as applicable, the including all relevant provisions of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations promulgated thereunder; provided, however, except that no representation is made by the Parent Parties Company with respect to the statements made therein based on information supplied by any of the Company Parties specifically Purchaser for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of any member of the Parent Parties Group for inclusion or incorporation by reference in (ai) the Registration Statement shallSchedule 13E-3 will, at the time such Registration Statement becomes effective under document is filed with the Securities ActSEC, at any time such document is amended or supplemented or at the time such document is sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading, or (bii) the Joint Company Proxy Statement/Prospectus Statement will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and or at the time of the Company Stockholders Meeting and the 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; provided. All documents that any member of the Parent Group is responsible for filing with the SEC in connection with the transaction contemplated by this Agreement, howeverto the extent relating to the members of the Parent Group or other information supplied by or on behalf of any member of the Parent Group for inclusion therein, thatwill comply as to form, in all material respects, with the case provisions of clause the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Entity (aother than the SEC) and (b)will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, no representation or warranty is made by the Parent Parties with respect to the statements made therein or incorporated by reference in the Schedule 13E-3 or the Company Proxy Statement based on information supplied by the Company (other than information relating to, or provided to the Company by, any member of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically Group) for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be -------------------- supplied by the Parent Parties ▇▇▇▇▇▇▇ for inclusion or incorporation by reference in (ai) the Registration Statement shallregistration statement on Form F-4 to be filed with the SEC by Shire in connection with the issuance of Ordinary Shares and Shire ADSs in the Merger (the "Form F-4") will, at the time such Registration Statement 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 the UK Disclosure Documents are first mailed to the shareholders of Shire or at the time of the Shire 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 therein, in the light of the circumstances under which they are made, not misleading or (biii) the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and ▇▇▇▇▇▇▇ shareholders or at the time of the Company Stockholders Meeting and the Parent Stockholders ▇▇▇▇▇▇▇ 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; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint The Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, except that no representation is made by the Parent Parties ▇▇▇▇▇▇▇ with respect to the statements made or incorporated by reference therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference thereinShire.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Shoney's or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Proxy Statement and the Registration Statement shall(as defined below in SECTION 8.1) will, to Shoney's knowledge, at the time such 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 not misleading misleading, except for such statements or omissions as would not have a Material Adverse Effect on Shoney's and its Subsidiaries, taken as a whole. The Proxy Statement and the Registration Statement (b) except for such portions thereof that relate only to or contain information supplied by Enterprises), to Shoney's knowledge, will comply as to form in all material respects with the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders provisions of the Company Securities Act and to stockholders the Exchange Act and the rules and regulations thereunder. No information furnished by Shoney's or any of Parent and at its Subsidiaries in connection with this Agreement or the time consummation of the Company Stockholders Meeting and the Parent Stockholders Meetingtransactions contemplated by this Agreement, to Shoney's knowledge, 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 thereinany information so furnished, in light of the circumstances under which they are madeit is so furnished and as of the date it was furnished, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information supplied or to be supplied by the Parent Parties for inclusion or incorporation by reference Company and included in (a) the Registration Statement shallto be filed by Parent with the SEC and/or any filing by Parent with the ISA and TASE, at in each case in connection with the time such Parent Common Stock, will, when the Registration Statement becomes effective under the Securities Acteffective, contain any an 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 not misleading or misleading. (b) None of the information to be included in the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and any other documents to be filed by the Company or any of its Affiliates with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby (including the Required Filings) that is supplied by the Company or any of its Affiliates for inclusion therein, will, at the date it is respective time such documents are filed, and with respect to the Joint Proxy Statement/Prospectus, when first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingCompany, contain any an 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; provided, however, thator, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and or any amendment thereof or supplement thereto, at the Registration Statement time of the Company stockholder meeting to consider the Merger, contain an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein not misleading. (c) All documents that the Company or its Affiliates are responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with, as applicable, with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference thereinapplicable Law.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties or its Representatives specifically for inclusion or incorporation by reference in (a) the S-4 Registration Statement shallor the Proxy Statement/Prospectus to be filed with the SEC in connection with the Merger will, at the time such the S-4 Registration Statement becomes is declared effective under by 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 SEC and on the statements therein not misleading or (b) date the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders holders of the Company and to stockholders of Parent and Common Stock or at the time of the Company Stockholders Meeting and the Parent Stockholders 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; provided. If at any time prior to the date of the Company Shareholders Meeting, howeverany event with respect to Parent, thator with respect to information supplied by Parent specifically for inclusion in the S-4 Registration Statement or the Proxy Statement/Prospectus, shall occur which is required to be described in an amendment of, or supplement to, the S-4 Registration Statement or the Proxy Statement/Prospectus, such event shall be so described by Parent and provided to the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects, with the case provisions of clause (a) the Exchange Act, and (b)each such document required to be filed with any Governmental Agency 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, Parent makes no representation is made by the Parent Parties or warranty with respect to the statements made therein based on information supplied or to be supplied by any of the Company Parties specifically or any Representative thereof for inclusion or incorporation by reference therein. Subject to in the accuracy of S-4 Registration Statement or the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference thereinProspectus.

Information Supplied. (a) None of the written information supplied or to be supplied by the Parent Parties Company or any Subsidiary specifically for inclusion or incorporation by reference in (ai) any post-effective amendment to be filed by Parent with the Registration Statement shallSEC to amend the registration statement on Form S-4 (SEC file no. 333-60448 currently on file with the SEC (the “S-4”)) in connection with the issuance of the Stock Consideration will, at the time such Registration Statement 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) any Current Report on Form 8-K to be filed with the SEC by Parent in connection with the issuance of the Stock Consideration (the “8-K”) will, at the time the 8-K is filed 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 (iii) any prospectus and any supplements thereto will, at the date mailed to Shareholders and at the time such prospectus and any supplements thereto (each, a “Prospectus”) will be used to sell the Stock Consideration, contain any untrue statement of a material fact or omit to 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. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Parent or Merger LLC or any other source which is contained in or omitted from any of the foregoing documents or which is incorporated by reference therein. (b) Each of the Shareholders severally represents that none of the written information supplied or to be supplied by any of the Shareholders specifically for inclusion or incorporation by reference in (i) any post-effective amendment to be filed by Parent with the SEC to amend the S-4 in connection with the issuance of the Stock Consideration will, 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) any 8-K will, at the time the 8-K is filed 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 (biii) the Joint Proxy Statement/any Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent Shareholders and at the time of such prospectus and any supplements thereto will be used to sell the Company Stockholders Meeting and the Parent Stockholders MeetingStock Consideration, contain any untrue statement of 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; provided, however, that, in . Each Shareholder acknowledges receipt of a copy of the case Prospectus currently on file as a part of clause (a) and (b), no representation is made by the Parent Parties S-4 at the time of commencement of negotiations with respect to the statements made therein based Merger on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8about July 9, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein2003.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties for inclusion or incorporation by reference in (a) The Schedule TO and each Offer Document or other document filed or required to be filed by Parent or Purchaser with the Registration Statement shallSEC for use in connection with the Offer or the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 4.8(a) will not apply to statements or omissions 28 included in the Offer Documents based upon information furnished to Parent or Purchaser in writing by the Company specifically for use therein. (b) (i) Each Offer Document or other document required to be distributed or disseminated to the stockholders of the Company by Parent or Purchaser in connection with the Offer or the Merger, or any supplement or amendment thereto, at the time of any distribution or dissemination, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.8(b) will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Purchaser in writing by the Company specifically for use therein. (c) The information with respect to Parent or Purchaser or any of their Subsidiaries that Parent or Purchase furnishes to the Company in writing specifically for use in the Company Disclosure Documents, at the time of the filing of such Registration Statement becomes effective under Company Disclosure Documents, at the Securities Acttime of any distribution or dissemination of the Company Disclosure Documents, at the time of the consummation of the Offer and at the time of the Stockholders’ 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 not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the or on behalf of Parent Parties or Merger Sub for inclusion or incorporation by reference in (a) the Registration Statement shallForm S-4 will, at the time such Registration Statement 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 in order to make the statements therein not misleading misleading. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub in the proxy statement/prospectus to be filed with the SEC and sent to the Parent’s stockholders in connection with the Merger and the other transactions contemplated by this Agreement, the Merger, the Parent Stock Issuance, the Parent Charter Amendment, the Parent Bylaw Amendment, and the REP 2021 LTIP (b) including any amendments or supplements thereto, the Joint “Proxy Statement/Prospectus Prospectus”) will, at the date it is first mailed to the Parent’s stockholders of the Company and to stockholders of Parent and or at the time of the Company Parent Stockholders Meeting and or at the Parent Stockholders Meetingtime of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint The Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, with the provisions requirements of the Exchange Act and Act. Notwithstanding the Securities Actforegoing, respectively, and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent Parties or Merger Sub with respect to the statements made or incorporated by reference therein based on information that was not supplied by any or on behalf of the Company Parties specifically for inclusion Parent or incorporation by reference thereinMerger Sub.

Information Supplied. None of the information supplied or to be supplied by the Parent Parties Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement Statement”) shall, at the time such 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 therein therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and (b), no representation or covenant is made by the Parent Parties Company with respect to the statements made therein based on information supplied by any of the Company Parties Parent specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the Registration Statement and the first sentence of Section 4.85.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation or covenant is made by the Parent Parties Company with respect to the statements made therein based on information supplied by any of the Company Parties Parent, Merger Sub or LLC Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the The information supplied or to be supplied by the Parent Parties and Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement and the Registration Statement will not, (a) in the case of the Registration Statement shallStatement, at the time such the Registration Statement becomes is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Joint Proxy Statement/Prospectus willfact, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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 false or misleading; provided, however, that, and (b) in the case of clause (a) the Joint Proxy Statement, as of the date the Joint Proxy Statement is first mailed to the shareholders of the Company and (b)the stockholders of Parent, no representation is made by and at the time of the Company Shareholders’ Meeting and Parent Parties 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 false or misleading, or necessary to correct any statement in any earlier communication with respect to the statements made therein based on solicitation of proxies for the Company Shareholders’ Meeting or Parent Stockholders’ Meeting that has become false or misleading. Notwithstanding the foregoing sentence, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its Representatives for inclusion in any of the Company Parties specifically foregoing documents. The information supplied by Parent for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, in the Joint Proxy Statement/Prospectus Statement and the Registration Statement will comply as to form and substance in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Act and the Securities Act, respectively, the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by ParagonEx, including without limitation the Parent Parties ParagonEx Financials, expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to MICT’s stockholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) the Registration Statement shallthrough (c), at the time such 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at when filed, made available, mailed or distributed, as the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase 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; provided, however, that, in . None of the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied or to be supplied by any of the Company Parties specifically ParagonEx expressly for inclusion or incorporation by reference therein. Subject to the accuracy in any of the first sentence of Section 4.8Signing Press Release, the Joint Proxy Statement/Prospectus Signing Filing, the Closing Press Release and the Registration Statement will comply as to form in all material respects withClosing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the provisions statements therein, in light of the Exchange Act and circumstances under which they are made, not misleading. Notwithstanding the Securities Actforegoing, respectivelyParagonEx makes no representation, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties warranty or covenant with respect to the statements made therein based on any information supplied by any or on behalf of the Company Parties specifically for inclusion MICT, BNN or incorporation by reference thereintheir respective Affiliates.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.5, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Parent Parties Company specifically for inclusion or incorporation by reference in (a) (i) the Registration Statement shallOffer Documents, (ii) the Schedule 14D-9 or (iii) the Proxy/Information Statement, as required, will, (A) in the case of the Offer Documents and the Schedule 14D-9, at the respective times the Offer Documents and the Schedule 14D-9 are filed with the SEC or first published, sent or given to the Company Stockholders, or (B) in the case of the Proxy/Information Statement, at the time such Registration the Proxy/Information Statement is first mailed to the Company Stockholders or at the time of the Company Stockholders Meeting, if called and held, contain any untrue statement 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 registration statement on Form 10 filed with the SEC by Newco 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 Securities 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 therein not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or 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; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any . Each of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus Form 10 and the Registration Proxy/Information Statement will comply as to form in all material respects with, as applicable, with the provisions applicable requirements of the Exchange Securities Act and the Securities Exchange Act. Notwithstanding the foregoing, respectively, and the rules and regulations thereunder; provided, however, that Company makes no representation is made by the Parent Parties or warranty with respect to the statements made therein based on information supplied by any or on behalf of the Company Parties specifically Parent or Merger Sub for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. No representation or warranties by the Parent, the Buyer or the Newco in this Agreement (as modified by the Parent Disclosure Schedule) or the Additional Agreements (a) contains or will contain any untrue statement of material fact or (b) omits or will omit to state, when read in conjunction with all of the information contained in this Agreement, the Parent Disclosure Schedule and the Additional Agreements, any fact necessary to make the statements or facts contained therein not materially misleading. None of the information supplied or to be supplied by the Parent Parties Parent, the Buyer or the Newco expressly for inclusion or incorporation by reference in: (i) in any Current Report on Form 8-K, and any exhibits thereto or any report, form, registration or other filings made with any Governmental Authority with respect to the Transactions, (aii) solicitation documents, (iii) in the Registration Statement shallmailings or other distributions to Company or the Parent shareholders and/or prospective investors with respect to the consummation of the Transactions, at (iv) or press release in connection with the time such Registration Statement becomes effective under Transactions, or in any amendment to any documents identified in clauses (i) through (iv) will when filed, made available, mailed or distributed, as the Securities Actcase may be, contain any untrue statement of a material fact fact, or omit to state state, when read in conjunction with all of the information contained in this Agreement, the Parent Disclosure Schedule and the Additional Agreements, any material fact required to be stated therein or necessary in order to make the statements or facts contained therein not misleading or (b) materially misleading. Notwithstanding the Joint Proxy Statement/Prospectus willforegoing, at the date it is first mailed to Parent, the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting Buyer and the Parent Stockholders Meeting, contain any untrue statement of a material fact Newco make no representations or omit to 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; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties warranties with respect to the statements made therein based on any information supplied by any or on behalf of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference thereinCompany.

Information Supplied. (a) None of the information supplied or to be supplied by the or on behalf of Parent Parties for inclusion or incorporation Sub and included or incorporated by reference in (a) the Registration Statement shallto be filed by Parent with the SEC and any similar or equivalent filing with the ISA and/or the TASE will, at when the time such Registration Statement becomes effective under the Securities Acteffective, contain any an 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 not misleading or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to 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; provided, however, that, in the case of clause (a) and . (b), no representation is made by ) None of the Parent Parties with respect to the statements made therein based on information supplied or to be supplied by any or on behalf of the Company Parties specifically for inclusion Parent or incorporation Sub and included or incorporated by reference therein. Subject to the accuracy of the first sentence of Section 4.8, in (i) the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders and the Registration Statement Parent's stockholders including any amendment or supplement thereto or (ii) any other documents to be filed by Parent or any of its Affiliates with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby (including the Required Filings) will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement/Prospectus, when first mailed, distributed or disseminated to the stockholders of the Company, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Company Stockholders’ Meeting to consider the Merger and the Parent Stockholders' Meeting contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All documents that Parent is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with, as applicable, with the provisions of applicable Law, including the provisions of the Securities Act, the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made promulgated by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference thereinSEC thereunder.

Information Supplied. None of the information supplied or to be supplied by Enterprises, any of the Parent Parties Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary for inclusion or incorporation by reference in (a) the Proxy Statement and the Registration Statement shall(as defined below in Section 8.1) will, to Enterprises' knowledge, at the time such the Registration Statement is filed with the Securities and Exchange Commission (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 not misleading misleading, except for such statements or omissions as would not have a Material Adverse Effect on Enterprises and the Remaining Subsidiaries, taken as a whole, or on TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole; provided, however, that Enterprises is given a reasonable opportunity to review such information prior to filing and effectiveness. The Proxy Statement and the Registration Statement (b) except for such portions thereof that relate only to or contain information supplied by Shoney's), to Enterprises' knowledge, will comply as to form in all material respects with the Joint Proxy Statement/Prospectus willprovisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the information furnished by Enterprises, at any of the date it Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary in connection with this Agreement or the consummation of the transactions contemplated by this Agreement (which information is first mailed described on Schedule 5.11 to the stockholders of the Company and Enterprises Disclosure Letter), to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingEnterprises' knowledge, 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 thereinany information so furnished, in light of the circumstances under which they are madeit is so furnished and as of the date it was furnished, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Parent Parties with respect to the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporation by reference therein.